Seven & i Holdings Discusses Divestiture Strategy with Couche-Tard for Potential Merger

Talks Focus on U.S. Store Sales to Facilitate Combination

Seven & i Holdings, a prominent Japanese retail conglomerate, has revealed that its financial advisors are engaging in detailed discussions with counterparts from Canada’s Alimentation Couche-Tard regarding a divestiture strategy involving store sales to pave the way for a potential merger between the two industry giants. This development highlights ongoing efforts to navigate regulatory challenges and finalize a combination that could reshape the global convenience store landscape. The talks, centered on selling portions of Couche-Tard’s U.S. store portfolio, aim to address antitrust concerns, a critical step in enabling the Canadian company’s ambitious acquisition plans valued at approximately $47 billion.

The negotiations underscore a collaborative approach between Seven & i Holdings and Alimentation Couche-Tard, with both sides working to ensure the proposed merger complies with competition laws, particularly in the United States where their operations overlap significantly. Seven & i, renowned for its 7-Eleven brand, operates around 12,600 stores across the U.S., while Couche-Tard, which manages the Circle K chain, oversees approximately 7,000 locations in the same market. This substantial presence has prompted the need for a divestiture plan targeting Couche-Tard’s U.S. assets, with estimates suggesting that at least 2,000 stores may need to be sold to third parties to secure regulatory approval. Such a move is not uncommon in large-scale mergers within the retail sector, where reducing market concentration is often required to satisfy antitrust authorities.

These discussions come amid a broader context of strategic maneuvering by both companies. Couche-Tard has been pursuing Seven & i Holdings for months, with earlier bids dating back to August 2024 being rebuffed, only to see renewed momentum following the collapse of Seven & i’s management buyout plan in February 2025. The Canadian firm’s persistence reflects its goal to bolster its global convenience store network by integrating Seven & i’s extensive operations, which span not only convenience stores but also supermarkets and financial services. Meanwhile, Seven & i has been exploring its own avenues to enhance shareholder value, including a recent $5.37 billion deal to sell its Superstore Business Group to Bain Capital and plans for an initial public offering of its North American 7-Eleven business by late 2026. However, the current talks with Couche-Tard signal a willingness to explore a merger, particularly as regulatory hurdles are addressed through the divestiture strategy.

Delving deeper into the divestiture plan, reports indicate that Couche-Tard has already begun identifying a portfolio of U.S. stores for potential sale, engaging in exploratory conversations with third-party buyers in tandem with Seven & i’s advisors. This cooperative effort is somewhat unique, as acquiring companies typically handle such sales independently. The joint approach suggests a shared commitment to making the merger viable, reflecting the complexity of combining two retail powerhouses with significant market overlap. Analysts have noted that the scale of the divestiture could be substantial, given the combined footprint of 7-Eleven and Circle K stores in key U.S. regions, making it a pivotal aspect of the merger negotiations.

The potential merger between Seven & i Holdings and Alimentation Couche-Tard carries significant implications for the global convenience store industry. If successful, it would create a behemoth with unparalleled reach, blending Seven & i’s dominance in Asia and North America with Couche-Tard’s strong presence in Canada, the U.S., and Europe. However, regulatory scrutiny remains a formidable obstacle, particularly in the U.S., where authorities are likely to closely examine the impact on competition. The divestiture of Couche-Tard’s U.S. stores to other operators could help mitigate these concerns, ensuring that the merger does not unduly limit consumer choice or inflate prices in the convenience store market.

Adding historical context, large retail mergers often involve similar divestiture strategies to gain approval. Past examples in the grocery and convenience sectors demonstrate that shedding overlapping assets is a proven tactic to address antitrust issues, a precedent that Seven & i and Couche-Tard appear to be following. What sets this case apart is the international dimension, with Seven & i’s Japanese roots and Couche-Tard’s Canadian base complicating the regulatory landscape across multiple jurisdictions. The involvement of both companies’ financial advisors in crafting the divestiture plan further emphasizes the strategic importance of this step, highlighting a meticulous effort to align their interests and satisfy global regulators.

For readers seeking a clearer picture, consider the operational scale of each company: Seven & i’s 7-Eleven network is a cornerstone of convenience retail, while Couche-Tard’s Circle K brand is equally formidable. A merger would not only amplify their market influence but also require careful balancing of assets to avoid overreach. The divestiture plan, focusing on U.S. store sales, serves as the linchpin in this process, enabling the companies to move forward with their combination while adhering to legal standards. As these talks progress, the outcome will likely hinge on the ability to execute this strategy effectively, offering a glimpse into the future of convenience retail on a global scale.

Financially, the stakes are high, with Couche-Tard’s $47 billion bid representing a significant investment in Seven & i’s future. The divestiture of potentially thousands of stores could offset some costs, depending on the buyers and terms, but it also underscores the lengths to which Couche-Tard is willing to go to secure this deal. For Seven & i, the merger talks coexist with its independent restructuring efforts, suggesting a dual-track approach to maximizing value, whether through a sale to Couche-Tard or standalone growth. This dynamic adds layers of intrigue to the negotiations, as both companies weigh their options in a rapidly evolving retail environment.

Ultimately, the discussions between Seven & i Holdings and Alimentation Couche-Tard about a divestiture strategy mark a critical juncture in their potential merger. By focusing on selling Couche-Tard’s U.S. stores to address regulatory challenges, the companies are laying the groundwork for a transformative combination that could redefine the convenience store sector. As financial advisors from both sides collaborate, the process reflects a shared determination to overcome obstacles and unlock new opportunities, making this a story of strategic ambition and careful execution in equal measure.