Alimentation Couche-Tard announced Thursday that it has withdrawn its proposal to acquire Seven & i Holdings Co., Ltd. “due to a lack of constructive engagement by Seven & i.”

Couche-Tard sent the following letter to the Board of Directors:

July 16, 2025

Board of Directors
Seven & i Holdings Co., Ltd.
8-8, Nibancho, Chiyoda-ku, Tokyo 102-8452, Japan

Members of the Board of Directors:

We continue to believe that a combination of Seven & i Holdings (“7&i”) and Alimentation Couche-Tard (“ACT”) would create a global leader in convenience with the ability to better serve our stakeholders, grow the 7-Eleven brand and generate value for our respective shareholders.

As you know, earlier this year we submitted a proposal of ¥2,600 per ordinary share in cash, representing a 47.6% premium to your unaffected stock price. We have, for some time, tried to engage with your Special Committee on this proposal through constructive, friendly discussions in which we have clearly demonstrated that our proposal is fully financed and that there is a clear path to gaining regulatory approvals. We have repeatedly sought a friendly dialogue with the Ito family but they have not been open to any conversation. We also stated that there may be an opportunity to enhance the economic terms of our proposal if we are afforded access to additional diligence information.

We have been very patient and respectful throughout this process, beginning with our meeting on July 23, 2024. Following our meeting in Tokyo with Hachiuma-san and Yonamine-san on April 18, 2025, we entered into a non-disclosure agreement containing customary standstill provisions, in the belief that 7&i would engage constructively with us to determine whether a transaction could be agreed.

Since entering into the NDA, 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. As discussed below in detail, the quantity and substance of the permitted due diligence, including at two tightly constrained management meetings, have been negligible. Rather, you have engaged in a calculated campaign of obfuscation and delay, to the great detriment of 7&i and its shareholders. We believe this approach reinforces our concerns about your approach to governance. Based on this persistent lack of good faith engagement, we are withdrawing our proposal. 

Due Diligence

At our April 18, 2025 meeting in Tokyo, we provided a very targeted list of high priority commercial due diligence items that could form the basis for an improved proposal. On May 9, 2025, your advisors opened a data room that contained very limited information on SEI and information largely of a confirmatory nature on the operations in Japan. We provided a further streamlined diligence list on May 22, 2025, focusing on the most critical items that we would need.

On June 25, 2025, we received an updated document from your advisors which contained no new information and continued to refer us to statutory filings. At this point, we had no visibility into whether or when we might receive any further information. In 10 weeks of diligence, just 14 total files relating to the U.S. business were provided, and none of our critical questions were answered.

As with any transaction of this nature, we recognize there are significant commercial sensitivities around certain information and we have sought to work collaboratively to address these as we have successfully done in 75 deals across 20 years, but this has not been reciprocated.

Management Meetings

We had also agreed that there would be engagement with business leaders across the 7&i organization. There have been, we acknowledge, two meetings, one in Dallas and one in Tokyo. At the Dallas meeting, the CEO, Mr. DePinto, did not attend and the President, Mr. Reynolds, only attended after we insisted that top executives be present. The content of the meeting was, as your advisor characterized it, a “readout”. We appreciated the constructive approach that some members of the 7-Eleven team took but ultimately these discussions revealed little new information. For example, when one 7-Eleven executive attempted to thoughtfully address a question related to international licensees (which had no implications for U.S. regulatory considerations), he was interrupted and rebuked by Mr. Dacus who pointed to his head as if to remind his colleague to “think”. Mr. Dacus also declared in the meeting that the discussion was a management presentation and “not due diligence” and thus many questions would be deferred. As described above, we have not received any answers to those questions.

Our experience in Tokyo was similar. Our meeting, which lasted for approximately half the allotted time, was tightly scripted. Even though we do not currently operate in the Japanese market, the management team was not willing to address basic questions about industry dynamics in the country.

U.S. Regulatory Approval and Regulatory Process

You have been very clear about your concerns regarding the U.S. regulatory process. In our initial proposal on July 25, 2024, and thereafter, we have acknowledged that regulatory approvals would be needed across several jurisdictions. We continue to believe that there is a clear path to U.S. regulatory approval. On December 27, 2024, we provided a term sheet with firm and specific proposals to 7&i with respect to the number of stores to be divested and a compelling reverse termination fee which represented approximately $1.2 billion in value, increasing to over $1.4 billion if the FTC indicated that additional stores would need to be divested and ACT was unwilling to do so. These proposals shift a significant portion of the risk of anti-trust approvals from 7&i shareholders to ACT and provide a strong incentive for us to do what is necessary to obtain approvals.

Similarly, you have been particularly focused on identifying the divestiture buyer(s). We therefore agreed to take the unusual step of soliciting interest from buyers in the absence of an agreed transaction. While you willingly initiated steps for a divestiture in the U.S., as we advanced this workstream, you were not willing to share the required information with potential buyers, which is inconsistent with our collective objectives and does not reflect a constructive intent. On March 31, 2025, we received multiple indications of interest with respect to the divesture portfolio, each from highly experienced and credible buyers. Since then, we have received minimal cooperation that would help to advance this process.

• After signing the NDA with you, our advisors held an organizational call on April 29, 2025, to align on the path to continue to advance the divestiture process, which included workstreams to further diligence and planning for the separation of the divestiture perimeter, and to prepare for the next phase of engagement with potential buyers. Since then, there has been no progress on these workstreams.
• We shared a detailed overview of the suggested due diligence data to be provided to buyers on May 13, 2025, and we agreed that certain information would be walled off from us to accommodate commercial sensitivities. We have not received any feedback from you or your advisors on that proposed list and have seen no progress toward gathering information to facilitate the next phase of buyer engagement.

Alternative Structures

As we have expressed many times, we do believe that fully combining our two companies is the most straightforward and effective way to maximize value to all stakeholders. And we are prepared to offer a material premium to the undisturbed share price to 7&i shareholders. However, in the spirit of being responsive to your requests to consider alternative transaction structures, we have spent a significant amount of time and resources evaluating alternatives that would enable us to deliver similar compelling value to all stakeholders and would not create incremental closing risk or uncertainty in the transaction while minimizing friction.

In a material step, we shared with you in Dallas our willingness to explore a structure whereby we would acquire 100% of the 7&i business outside of Japan, and 40% of the Japan business (“ParentCo”), leaving 60% of ParentCo with existing 7&i shareholders. Our alternative proposal would provide commensurate value to 7&i shareholders versus our prior all-cash offer and, with ParentCo able to invest in the equity of ACT, would provide existing 7&i shareholders ongoing participation in the combined international business. Based on the extensive outside-in analysis we conducted, we believe this structure can be executed with limited friction (including no corporate level taxation) and without adding incremental transaction risk, while continuing to offer compelling economic value to your shareholders.

In our meeting in Tokyo on July 1, you proposed an alternative whereby you would contribute SEI into Couche-Tard in return for equity ownership in Couche-Tard. This structure would not deliver the significant premium that was offered to your shareholders in our transaction proposals and, in our view, would undermine the operational prospects of the combined business. 

Conclusion

We remain as excited as ever about the path forward for ACT. We are proud of the progress we are making across our business and the impact we are having in the communities in which we operate. We believe this combination has the ability to enhance that path. However, we are not able to effectively pursue this combination without deeper and genuine further engagement from 7&i leadership and the special committee. Accordingly, we are withdrawing our proposal at this time.

Signed on behalf of:

Alimentation Couche-Tard Inc.

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