*

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

By Abigail Summerville and Anton Bridge

NEW YORK/TOKYO, March 12 (Reuters) - Alimentation

Couche-Tard ( ANCTF ) will seek to address antitrust concerns of

Japan's Seven & i ( SVNDF ) as the Canadian company's management

kicks off a Tokyo visit to push forward talks for its $47

billion bid for the operator of 7-Eleven convenience stores.

The Circle-K owner 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.

Couche-Tard will hold its first press conference in Tokyo on

Thursday since it announced a bid for Seven & i ( SVNDF ) in August as

part of its efforts to win over a Japanese public sceptical of a

foreign takeover of a prized national asset.

On Tuesday, Couche-Tard said it was confident there was a

"clear path" to overcome U.S. regulatory hurdles in its proposed

acquisition of Seven & i ( SVNDF ) 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, however, 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.

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.