*

Canadian firm to hold first press conference in Tokyo

since

announcing bid last August

*

Couche-Tard says it is confident it can overcome antitrust

concerns

*

The $47 billion deal, if completed, would be Japan's

biggest-ever foreign buyout

(Changes date, recasts, adds Artisan comment, share price

premium)

By Anton Bridge and Abigail Summerville

TOKYO/NEW YORK, March 13 (Reuters) - Alimentation

Couche-Tard ( ANCTF ) is seeking to win over the Japanese public

for its $47 billion bid for Seven & i ( SVNDF ) on Thursday and

address antitrust concerns that have emerged as a major

stumbling block in its quest to buy the 7-Eleven owner.

Canada's Couche-Tard, which owns the Circle-K convenience

store chain, has been pursuing Seven & i ( SVNDF ) for months even as it

has received a frosty reception from the Japanese retail giant,

in what would be Japan's largest-ever foreign buyout if the deal

is completed.

Executives from Couche-Tard are holding their first

press conference in Tokyo on Thursday, months after announcing a

bid for Seven & i ( SVNDF ) in August and highlighting the Canadian

company's recent push to woo a Japanese public sceptical of a

foreign takeover.

The event comes a day after two of Seven & i's ( SVNDF ) independent

directors resigned from the board, a development that one

shareholder, U.S.-based Artisan Partners said was a "sign of

dysfunction" at Seven & i ( SVNDF ). Artisan has repeatedly called on the

Japanese company to engage more actively with Couche-Tard.

Seven & i ( SVNDF ) has repeatedly said that potential antitrust

issues in the United States would make the proposed takeover

difficult.

Couche-Tard said this week it was confident there was a

"clear path" to overcome any U.S. regulatory hurdles and

expressed frustration at the 7-Eleven owner's "limited

engagement."

Couche-Tard also said it had been working with Seven & i ( SVNDF ) on

a plan to divest some of their stores in the United States.

Seven & i's ( SVNDF ) newly appointed CEO Stephen Dacus has reiterated

that significant regulatory hurdles stand in the way of a deal.

The firms are the top two players in the U.S. convenience store

market, with about 20,000 locations between them.

Couche-Tard has offered to pay $18.19 per share in Seven

& i ( SVNDF ), representing a roughly 23% premium over the Japanese

company's share price of 2,196 yen ($14.82) on Thursday.

ANTITRUST ISSUES

Couche-Tard management's trip to Tokyo and the engagement

with Seven & i ( SVNDF ) on antitrust concerns underscore the lengths to

which dealmakers would go to ensure deal certainty amid U.S.

regulatory scrutiny.

To engage in detailed divestment discussions for antitrust

purposes before a deal is agreed or any confidentiality

agreement is signed is uncommon in transactions, deal advisers

said.

"I can't say I've seen a case where prior to a merger

agreement being executed the entire divestiture package and

buyer were set in stone and baked into the merger agreement,"

said Kathy O'Neill, a partner at law firm Fried Frank.

But she said working on a divestiture package before a

merger agreement was reached would help to potentially reduce

the risk of surprise and time and effort put into chasing a

deal.

Tim Cornell, a litigation partner and member of the

Debevoise & Plimpton's Antitrust Group, agreed the airing of

antitrust concerns before a deal was announced was not typical.

"In certain circumstances, buyers will test the waters with

regards to a divestiture package especially where they've

identified that's what is needed," he said.

Couche-Tard sweetened its offer in October and has said it

remained committed to the deal, after a competing $58 billion

management buyout proposed by Seven & i's ( SVNDF ) founding family failed

to materialise.