NEW YORK, Sept 10 (Reuters) -

U.S. antitrust regulators have told Seven & i ( SVNDF ) it

may probe a potential deal with Canada's Alimentation

Couche-Tard ( ANCTF ), two sources familiar with the matter said,

in an early sign that a merger could face regulatory scrutiny.

The Federal Trade Commission sent Seven & i ( SVNDF ) a notice of

its intent after

Couche-Tard's $38.5 billion offer

for the Japanese retail giant was made public on Aug. 19,

the sources said, requesting anonymity because they were not

authorized to speak publicly about the matter.

The FTC reached out to the company and asked it to

preserve all documents that may be relevant to a review of a

potential acquisition by Couche-Tard, the sources said.

The FTC declined to comment. Couche-Tard also declined

to comment.

Seven & i ( SVNDF ) has rejected Couche-Tard's approach, in part

citing U.S. antitrust concerns.

Seven & i's ( SVNDF ) businesses include the Seven-Eleven convenience

store chain in Japan and North America, while Couche-Tard

businesses include the Couche-Tard and Circle K convenience

store chains in North America.

A source familiar with the FTC's thinking said the agency

notified attorneys from the companies of their responsibility to

advise clients to preserve documents. While there is no

indication that the two companies have destroyed any documents,

the FTC is concerned that defense attorneys are advising

companies to destroy documents ahead of antitrust

investigations.

Recent antitrust investigations that have included

allegations of document destruction include cases against Google

and Amazon ( AMZN ).

Couche-Tard's shares were down 2.3% in midday trading on

Tuesday.

Under Chair Lina Khan, the FTC has been aggressive in

examining deals for antitrust issues. Other high-profile cases

that have come under scrutiny include grocery chain Kroger's

proposed $25 billion acquisition of Albertsons ( ACI ),

and fashion company Tapestry's $8.5 billion deal to buy

Capri.

In a statement last week, Couche-Tard highlighted its

successful track record of acquisitions and working with U.S.

and other regulators. The company said it would consider

divestitures to secure regulatory approvals.

Seven & i ( SVNDF ) has said Couche-Tard's proposal does not

"adequately acknowledge the multiple and significant challenges"

it would face from antitrust authorities and "provides no

certainty to closing."