Couche-Tard pulls $46 billion bid for Seven & i after a year of talks

Japan's largest convenience-store network stays in Japanese hands. That means no change of owner for 7-Eleven franchisees, and the end of what would have been Japan's largest foreign takeover. For shareholders, the test is now whether Seven & i's sell-offs and buyback can beat the $46 billion on the table.

A year of talks ends in a letter

Couche-Tard's letter to Seven & i's board was blunt. It said there had been "no sincere or constructive engagement from Seven & i that would facilitate the advancement of any proposal".

Couche-Tard accused Seven & i of obstructing due diligence and tightly scripting meetings. It said the retailer delayed the process and gave it information that was minimal and largely public. Seven & i said it was disappointed by the decision. It rejected what it called Couche-Tard's "numerous mischaracterizations" and pointed to its own restructuring as the route to shareholder value. Seven & i stock fell more than 9 per cent after the withdrawal.

The offer that was withdrawn

The price had risen before it disappeared. Couche-Tard opened at $39 billion in August 2024 and raised the offer to $46 billion. Earlier reporting put the bid at $47 billion.

The structure was the sticking point. Couche-Tard proposed buying Seven & i's international businesses while leaving the Japanese operations partly under Seven & i's control, and the two sides never agreed on it. The prize was scale: Couche-Tard runs more than 16,800 stores in 31 countries, and a Seven & i deal could have added 85,800 stores to that network. Seven & i operates more than 80,000 7-Eleven stores in 20 countries and regions.

What Seven & i keeps

Seven & i had been preparing for this fight. It named outside director Stephen Dacus as chief executive from 27 May 2025.

The defence package is a break-up plus a buyback. Seven & i agreed to sell its superstore unit to Bain Capital for 814.7 billion yen, about $5.50 billion. It said it would cut its Seven Bank stake below 40 per cent. It would buy back about 2 trillion yen of shares through fiscal year 2030 and list its North American convenience store subsidiary by the second half of 2026. Dacus said shareholders would not want to spend "two plus years in limbo just for that to be rejected by the U.S. courts". The founding Ito family's rival buyout attempt collapsed after it failed to secure a reported $58 billion in funding.

The pressure that built

Not everyone expected the deal to happen. RBC Capital Markets analyst Irene Nattel called a Couche-Tard deal with Seven & i a "low probability event" in November 2024, after the Ito family proposal surfaced.

Pressure came from inside Japan too. Itochu chief executive Masahiro Okafuji said on 3 March 2025 that Seven & i "must increase its value" or it would be taken over by Couche-Tard. He argued that a foreign owner would close money-losing outlets in depopulated areas.

What happens next

The nearest test is the listing. Seven & i targeted the second half of 2026 for a North American listing of its convenience store subsidiary.

Seven & i now has to show its standalone plan is worth more than the $46 billion bid. Couche-Tard's letter gave no indication of a renewed approach. Neither company has said whether Couche-Tard will return with a new approach.