Alimentation Couche-Tard, having officially withdrawn its unsolicited acquisition bid for Seven & i Holdings Co. They point to a failure of good faith engagement from the Japanese firm as the cause for their decision. This decision follows nearly a year of high-profile negotiations and competitive proposals from Couche-Tard. Best known for its Circle K convenience store operations, Couche-Tard is present in 29 other countries and has more than 17,000 locations. For starters, this move marks a sea change in the convenience retail market’s longstanding inability to consolidate. Seven & i’s huge market share increases the effect of this change a hundredfold.
Last August, Couche-Tard made an initial friendly offer to acquire Seven & i Holdings Co., which operates thousands of 7-Eleven locations along with a wider portfolio that includes supermarkets, food producers, and financial services. The consortium offered a reverse termination fee worth around $1.2 billion, which might grow to more than $1.4 billion. Couche-Tard remains in talks to reach a definitive deal to acquire a majority of Seven & i Holdings Co.’s operations outside of Japan. Furthermore, they seek to acquire at least 40 percent ownership of the company’s corporate operations inside Japan.
Proposals and Revisions
Throughout the negotiations, Couche-Tard submitted various proposals to Seven & i Holdings Co., including a revised yen-based, non-binding proposal in January and another pitch in October. Seven & i’s board of directors just took a bold step. They were united in the belief that Couche-Tard’s first offer was not in the best interest of their shareholders. They described Couche-Tard’s offer as “opportunistically timed and grossly undervalues” the value of their company.
After months of negotiation Couche-Tard suggested an alternative merger structure. They argued that instead, Seven & I should give its US 7-Eleven operations to Couche-Tard in exchange for an ownership stake. However, even with all of these initiatives, Couche-Tard realized they were getting stuck when it came to reaching the kind of engagement required to move the needle.
“There has been no sincere or constructive engagement from 7&i that would facilitate the advancement of any proposal, contrary to comments made publicly by 7&i representatives, including in the July 11, 2025 earnings call in which 7&i noted it is ‘seriously’ considering our proposal,” – Couche-Tard executives
Market Impact and Strategic Significance
Seven & i Holdings Co., which owns 7-Eleven, leads the convenience retail market in Japan. It has a 14.5 percent market share, largely thanks to its huge chain of 7-Eleven convenient stores. The proposed merger with Couche-Tard would have seen the new company in control of almost one-fifth of the market, forming an industry behemoth. In comparison, Couche-Tard’s banners are now a 4.6 percent market share.
The collapse of this merger underscores the difficulties of international corporate negotiations. Though it isn’t a flashy deal, it further highlights the strategic significance of both firms in their respective markets. Couche-Tard to have to absorb such a gigantic player as Seven & i would be most challenging. This move demonstrates it is serious about expanding further into Asia and increasing its international competitiveness.
“While we are disappointed by ACT’s decision, and disagree with their numerous mischaracterizations, we are not surprised,” – Seven & i
The board at Seven & i has asserted that they have “consistently engaged in good faith and constructively” throughout the negotiation process. They have painted Couche-Tard’s withdrawal as a sign of a much larger obfuscation and delay strategy.
Looking Ahead
Couche-Tard withdrew from this stunning multi-trillion-dollar bid. This decision underscores the tensions between trying to bridge different markets and corporate cultures between these behemoths. As the convenience store landscape changes at an unprecedented pace, companies across the industry are looking for big strategic backers to help them find a competitive advantage.
As Couche-Tard recalibrates its ambitions, there is doubt for both companies about the future of their international expansion plans. Meanwhile, Seven & i may need to reassess its market positioning and explore other avenues for growth without the consolidation that Couche-Tard’s proposal would have brought.