As it grapples with a takeover bid from Canadian rival Alimentation Couche-Tard Inc. and a failed management buyout, Seven & i Holdings Co. Ltd., parent of the 7-Eleven convenience-store chain, on Thursday announced a series of “transformational” leadership, capital and business initiatives to sharpen its focus on its convenience-store business and unlock and distribute value to shareholders.
The initiatives include a North American initial public offering (IPO) for 7-Eleven and a large, potential divestiture package that could be sold to a “viable, credible and independent buyer.”
The initiatives will be supported by the continued progress on previously announced business transformation actions that are already underway, it said. The company will continue to pursue its convenience-store business performance acceleration plan and execute new disciplined mergers-and-acquisitions (M&A) activity.
“The group is executing key actions that are concrete, actionable and value accretive,” President Ryuichi Isaka said. “We have been on a journey to explore opportunities that create the most value for our shareholders and enhance our customers’ experiences around the world. This is the right time to move these initiatives forward, and the management team is excited to execute our transformation strategy while remaining focused on identifying avenues to continue driving shareholder value.”
Leadership Change
A change in leadership structure will accelerate the execution of strategic priorities, the company said.
Stephen Hayes Dacus, currently chairman of the board and lead independent outside director, will succeed Ryuichi Isaka as president and representative director and CEO. The appointment will be effective after the group’s annual general meeting in May. Isaka will continue to serve as a senior advisor to Seven & i.
Dacus has been a member of the board since May 2022 and was appointed chairman and lead independent outside director in April 2024. During his tenure, he has had an integral role in overseeing the company’s value creation strategy as chairman of the Strategy Committee and Chairman of the Special Committee formed to evaluate acquisition bids and management buyout offers.
IPO for 7-Eleven
The company has determined to pursue an initial public offering (IPO) of 7-Eleven Inc., its convenience store business in North America, by the second half of 2026 on one of the major U.S. stock exchanges.
“The board is confident that an IPO at this time is the best path to unlock significant value for shareholders and position [7-Eleven] for accelerated growth,” Seven & i said. “This step will create two independent public companies, while maintaining synergies with the company, as the company retains majority share of [7-Eleven]. An independent [7-Eleven] will have increased financial flexibility and greater decision-making autonomy to capitalize on its market leadership as the largest convenience-store chain in the attractive North American market with strong brand recognition and best-in-class digital offering in the industry. … By enhancing value distribution using IPO proceeds to fund share buybacks, the company believes an IPO is the best path forward to maximize value for shareholders at this time.”
‘Unprecedented’ Acquisition Momentum
The Special Committee was initially formed in order to consider and evaluate the Alimentation Couche-Tard proposal and related alternatives. Its mandate was later expanded to consider and evaluate the proposal from the Ito Kogyo buyout group. On Feb. 28, Junro Ito and Ito-Kogyo informed the Special Committee that the Buyer Group had withdrawn its proposal.
“The Special Committee has been committed to exploring all value creation opportunities, including active and constructive engagement with [Couche-Tard] and will continue to do so,” Dacus said. “The initiatives management has announced today are crucial steps in simplifying our group structure and unlocking shareholder value. As there is no assurance that a third-party transaction will ever become actionable or be in the best interest of the group’s shareholders and other stakeholders, the Special Committee fully endorses these management initiatives to unlock shareholder value at this time.”
Regarding the Couche-Tard proposal, the company said a consistent threshold issue that it has raised with the Laval, Quebec-based company from the outset has been how to address the serious U.S. antitrust challenges that any transaction would face.
“Recently, in response to a proposal put forward at the direction of the Special Committee, the parties have been working to put together a potential divestiture package (which would be unprecedented in scope and size) that could be divested to a viable, credible and independent buyer in a manner that could be stood up to operate effectively on a go-forward basis and assure competition between ACT and the buyer of the divested stores, even after a transaction,” Seven & i said.
It added, “The Special Committee will continue to constructively engage with [Couche-Tard] to determine whether a credible and actionable remedy and divestiture package can be achieved.”
Superstore, Seven Bank Sale
Also, Seven & i has entered into an agreement to sell its Superstore Business Group to a Bain Capital-owned special purpose company for $5.37 billion. It expects the transaction to close in September 2025.
Seven & i plans to use the proceeds of the sale of Superstore Business Group and the 7-Eleven IPO to fund share buybacks that return the aggregate capital to shareholders, providing greater certainty in return of capital, it said.
Seven & i also will exit its ownership of Seven Bank by selling down its ownership stake to below 40%.
7-Eleven is No. 1 on CSP’s 2024 Top 202 ranking of U.S. c-store chains by store count. Alimentation Couche-Tard is No. 2.
Seven & i, Tokyo, operates convenience stores, superstores, supermarkets, specialty stores, foodservices, financial services and IT services. Irving, Texas-based 7-Eleven Inc. operates, franchises or licenses more than 83,000 convenience stores in 19 countries and regions, including more than 13,000 7-Eleven convenience stores in the United States and Canada.
Alimentation Couche-Tard, Laval, Quebec, operates in 31 countries and territories, with more than 16,700 stores. Its network includes more than 7,100 stores in the United States, primarily under the Circle K banner.
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