Couche-Tard, 7-Eleven parent enter non-disclosure agreement
Two convenience powerhouses may be moving closer toward a merger.
Tokyo-based Seven & I, whose banners include 7-Eleven stores in the U.S. and Canada, has entered a non-disclosure agreement with Alimentation Couche-Tard, which operates more than 16,000 Couche-Tard and Circle K stores across North America and Europe, as the companies continue negotiations for Couche-Tard to acquire all outstanding shares of Seven & i.
According to the companies, the NDA is meant to progress transaction discussions, facilitate due diligence, and collaborate on plans to engage with regulators. However, there is no assurance that these discussions will result in a transaction.
In August 2024, Tokyo-based Seven & i Holdings received a non-binding takeover proposal from Couche-Tard to acquire all outstanding shares of Seven & i for $14.86 per share, or $38.5 billion. (7-Eleven is the world's biggest convenience store chain, with 85,000 stores across 20 countries and territories.)
In September 2024, the Seven & i board unanimously rejected the offer, raising objections including that the proposal "grossly" undervalued the company's intrinsic value and its potential and did not properly address the many challenges a buyout would face from U.S. regulators.
In a financial filing following its rejection of the first Couche-Tard buyout proposal, Seven & i said it will close 444 underperforming North American stores and change its corporate structure so a new holding company called 7-Eleven Corp. will manage the convenience business.
A sister corporation called York Holdings Co. would operate its other businesses, such as fast food chains Laredo Taco Company, and Raise the Roof Chicken and Biscuits.
[READ MORE: 7-Eleven parent to shutter over 400 North American stores, change name]
However, in January 2025, Couche-Tard upped its offer for Seven & i to $47 billion, and the companies have been in negotiations ever since. More details of Couche-Tard’s buyout plans are available here.
"We appreciate the Special Committee of Seven & i engaging in substantive discussions regarding our proposal and providing access to diligence,” said Alex Miller, Couche-Tard president and CEO. “We look forward to working collaboratively with Seven & i in the interests of all stakeholders."
The NDA includes customary provisions including a "standstill," an agreement that prevents a party receiving confidential information from taking specific actions against the disclosing party. The detailed terms of the standstill will remain confidential.
The agremeent will now facilitate the sharing of information between Couche-Tard and Seven & i that is in addition to the information that is already being provided to potential divestiture package buyers.
"The execution of the NDA is a positive step in the constructive engagement process with Alimentation Couche-Tard,” said Paul Yonamine, chairman of the independent special committee of the Seven and I board of directors. “Unlocking significant value for shareholders and other stakeholders remains Seven & i's top priority."
Alimentation Couche-Tard operates more than 16,800 stores under banners including Couche-Tard and Circle K, of which approximately 13,100 offer road transportation fuel.
7-Eleven is the world's biggest convenience store chain with 85,000 stores across 20 countries and territories.
