The owner of 7-Eleven announced a major restructuring on Thursday as it seeks to boost its share price and fend off what would be the biggest foreign takeover of a Japanese firm.
Seven & i Holdings rejected a $40-billion takeover bid last month from Alimentation Couche-Tard (ACT) but the Canadian group has since then reportedly sweetened its offer.
CEO Ryuichi Isaka did not disclose details of ACT's latest proposal at a press conference on Thursday, but called the restructuring an "important step towards global growth".
"Managing our business with capital efficiency in mind is a way to go beyond the value of the proposal and to be appreciated by our shareholders," he said.
7-Eleven "konbini" are a ubiquitous lifeline for Japan's ageing population and a cherished one-stop shop for everything from rice balls to concert tickets to photocopies.
Second-quarter earnings published on Thursday, however, showed flagging sales with the company cutting its full-year operating profit outlook.
The huge retail group announced plans to spin off non-core businesses into a new holding company comprising its supermarket food business, speciality stores and other businesses.
It said it would consider an initial public offering (IPO) of the new unit and bringing in strategic partners "to unlock value for the Company's shareholders and other stakeholders".
Creating the new unit allows Seven & i to focus solely on 7-Eleven -- the world's biggest convenience store chain with more than 85,000 outlets worldwide, a quarter of them in Japan.
An improved share price would also make a takeover attempt by ACT more expensive for the Canadian firm, while also easing pressure from shareholders pressing management to restructure.
7-Eleven began in the United States, but the franchise has been wholly owned by Seven & i since 2005.
Seven & i had said ACT's first proposal of $40 billion "grossly undervalues" its business and could face regulatory hurdles.
The Japanese company said on Wednesday it had received a revised offer but declined to give details.
Bloomberg News and other media outlets reported that ACT had improved its offer by around 20 percent to around seven trillion yen ($47 billion). ACT declined to comment.
Seven & i shares have climbed more than 30 percent since the takeover saga began but are still trading below the reported level of ACT's new offer.
Its shares closed up 4.7 percent on Wednesday, having initially surged nearly 12 percent on news of the new ACT offer. They edged down less than one percent on Thursday.
The new holding company will include 31 businesses, such as supermarket chains Ito-Yokado, York-Benimaru and baby goods shop Akachan Honpo.
"We want to consolidate the businesses that share the same growth stories. That way they can think about their growth stories independently from the other businesses, so they can achieve high growth," Isaka said.
Seven & i also said it plans to change its name, tentatively to 7-Eleven Corporation, which will be finalised at a shareholders' meeting.
Couche-Tard, which began with one store in the Canadian city of Laval in 1980, now runs nearly 17,000 convenience store outlets worldwide.
In 2021, Couche-Tard dropped a takeover bid worth 16 billion euros ($17 billion today) for French supermarket Carrefour after the French government said it would veto the deal over food security concerns.
It is unclear if Japan's new government under Prime Minister Shigeru Ishiba would do the same, but the finance ministry designated Seven & i a "core" industry last month.
