Canadian convenience-store operator Alimentation Couche-Tard said late Wednesday it has withdrawn its roughly US$47 billion bid to acquire Japan’s Seven & i Holdings, ending nearly a year of negotiations aimed at creating the world’s largest convenience-store group. Couche-Tard’s letter to Seven & i’s board accused the Tokyo-based retailer of offering “no sincere or constructive engagement,” adding that due-diligence access was limited despite a nondisclosure agreement signed in April. The proposal, pitched at ¥2,600 a share—about a 47 percent premium to Seven & i’s undisturbed price—would have been the biggest foreign takeover of a Japanese company. Seven & i responded that it was “disappointed but not surprised” by the withdrawal and rejected what it termed “numerous mischaracterizations” of its conduct. The company, led since May by Chief Executive Stephen Dacus, reiterated its standalone value-creation plan, which includes divesting non-core assets, a ¥2 trillion share-buyback through 2030 and a potential listing of its North American convenience-store business. The breakdown rattled investors. The Tokyo Stock Exchange suspended Seven & i trading for about two hours on Thursday to confirm the news; the stock reopened 8.8 percent lower and finished the day down roughly 9 percent at ¥2,008, leaving it 23 percent below Couche-Tard’s offer price. The tumble erased gains fueled by takeover speculation and underscored doubts about Seven & i’s ability to lift earnings on its own. Couche-Tard, which operates Circle K and thousands of outlets across 29 countries, had steadily raised its all-cash approach from an initial US$38 billion and explored alternatives such as buying the Japanese group’s overseas assets or a partial stake in its domestic business to address antitrust concerns in the United States. The Quebec-based company said it is not considering a hostile bid. The collapse of the transaction deprives Wall Street banks of one of the year’s largest fee opportunities and renews questions about Japan Inc.’s receptiveness to foreign acquirers. While Nippon Steel’s recent purchase of U.S. Steel cleared, Seven & i’s stance suggests friendly deals may still face protracted resistance, potentially discouraging future inbound M&A.