Shareholders Approve New Board As Couche-Tard Waits On 7-Eleven Deal

Forbes

27-05-2025

Despite Couche-Tard bid shareholders have given 7-Eleven's owner more time (Photo by Joe ...)
Shareholders at 7-Eleven owner Seven & i Holdings have approved a new board for the Japanese convenience store giant at the company's annual general meeting, potentially putting an acquisition by Canada's Alimentation Couche-Tard on hold.
Although some of the roughly 800 in attendance on Tuesday criticized the board's revamp and compensation, all of the company's proposals passed, according to Bloomberg.
Led by Stephen Dacus, Seven & i's newly appointed chief executive officer and first foreign boss, investors appeared to be willing to see how a proposed radical overhaul put forward by the Japanese retailer to counter Couche-Tard's $51.5 billion approach.
At the company's annual shareholders' meeting, Dacus vowed to push ahead with "efforts in making sure that the next 10 years is better than the last 10 years," as the group implements restructuring steps to focus more on its convenience store business, which has seen slowing growth in Japan and the U.S.
Its shareholders approved the appointments of the 64-year-old Dacus and 12 other board members, including Junro Ito, a member of Seven & i's founding family, as chairman and Takashi Sawada, former president of rival convenience store operator FamilyMart Co., as an external director.
The new CEO, replacing outgoing boss Ryuichi Isaka, became an external Seven & i director in 2022 after working as an executive at a number of Japanese companies, including Fast Retailing Co., owner of the Uniqlo fashion chain, and the operator of the Sushiro conveyor belt sushi restaurant chain.
Although Seven & i has attempted to keep Circle K owner Couche-Tard at arm's length, the company recently signed a non-disclosure agreement to share financial data with its Canadian rival and agreed to explore a sale of around 2,000 overlapping North American convenience stores — a pre-requisite to avoid any antitrust issues.
These steps appear to have been enough to put shareholders into wait-and-see mode.
'We will continue to provide information on progress to our shareholders while complying with the NDA,' Ryuichi Isaka, the outgoing CEO, said at the meeting. 'We will continue to compare and evaluate our plan with the external proposal, as we seek to maximize value for shareholders and all stakeholders.'
Seven & i Holdings confirmed Stephen Dacus, as the company's first overseas CEO. (Photo by KAZUHIRO ... More NOGI/AFP via Getty Images)
Seven & i will examine the "two options as we pursue constructive talks and the steady implementation of our own measures in parallel," Isaka added.
Alain Bouchard, Couche-Tard's chairman, has said he may propose a higher price for Seven & i once he has had the chance to inspect the Japanese company's financial information.
Meantime, among a number of proposed internal reforms, Seven & i has agreed to sell its subsidiary operating the Ito-Yokado supermarket chain to U.S. private equity firm Bain Capital for around $5.7 billion, while it wants to achieve a U.S. listing for its 7-Eleven convenience store business unit in 2026.
The company also said it will sell part of its shareholdings in Seven Bank Ltd. to deconsolidate the banking subsidiary.
The Japanese company said in fall last that it planned to change its name to 7-Eleven Corp. to emphasize its focus on the retail brand, pending shareholder approval at Tuesday's meeting. However, that plan was not included in voting proposals company said that more time was needed for in-house coordination.
While Seven & i's shares have bounced back from lows after the restructuring measures were first announced, its market value remains at around $39 billion, nearly a quarter below the price the Couche-Tard is willing to pay.
The NDA between the companies includes a so-called standstill provision, usually designed to prevent a potential buyer from making a hostile bid. In the meantime, it will likely take months for Couche-Tard to fully evaluate Seven & i's financials and for the company to demonstrate that its restructuring efforts are working.