Goodmans, Bennett Jones among legal counsel
Deal: Couche-Tard gains momentum in 7-Eleven takeover bid
Value: $64 billion (US$47 billion)
Alimentation Couche-Tard’s pursuit of a $64 billion (US$47 billion) takeover of Seven & i Holdings headlines a week of significant outbound Canadian deal activity. The proposed acquisition, alongside Valsoft’s expansion into union software and Mandalay’s cross-border mining sale, highlights Canada’s global footprint across retail, tech, and resources. Goodmans and Bennett Jones are among the legal counsel in this week’s deals roundup.
Laval-based convenience retail giant Alimentation Couche-Tard Inc. has signed a non-disclosure agreement (NDA) with Seven & i Holdings, the Japanese parent of 7-Eleven, regarding Couche-Tard’s $64 billion (US$47 billion) bid.
The NDA includes granting Couche-Tard access to key financial documents and a “standstill” agreement that is often used in merger and acquisition deals to prevent a hostile offer being made while data is being shared.
The move represents progress in takeover talks for Couche-Tard, which operates the Circle-K convenience stores in Canada and the United States and has been trying to acquire Seven & i since August.
Couche-Tard has been asking publicly for such access to be granted in the months since its offer first became public in 2024, citing the possibility that more data could allow the company to increase its bid.
If completed, this would mark the largest foreign acquisition of a Japanese company, and one of the biggest outbound M&A transactions by a Canadian company in history. Legal observers expect antitrust hurdles, especially in the U.S. where divestiture of up to 2,000 convenience stores may be required.
Seven & i has appointed Stephen Dacus, once head of the company’s special committee responsible for evaluating the bid from Couche-Tard, as chief executive.
“There’s still a lot of hurdles to clear,” said Stephen Dacus. “I suspect it’s going to take a while still, because there’s still some really serious things that need to be worked out.”
Couche-Tard CEO Alex Miller said, “We appreciate the special committee of Seven & i engaging in substantive discussions regarding our proposal and providing access to diligence. We look forward to working collaboratively with Seven & i in the interests of all stakeholders.”
Valsoft Corporation Inc., a Montreal-based vertical software acquisition firm, announced the acquisition of UnionWare and MemberTrak, two North American companies specializing in software solutions for unions and membership-based organizations.
Valsoft was represented internally by David Felicissimo (General Counsel), Ssin Choi (Senior Counsel), and Pamela Romero (Paralegal).
Founded in 1993, UnionWare offers fully integrated software solutions tailored to labor unions, covering operations such as membership and dues management, grievances, and organizing. MemberTrak, established in 1996, is known for its easy-to-use, reliable software for union membership record-keeping, communication, and dues tracking. Both companies bring decades of specialized industry experience and loyal client bases, making them highly complementary additions to Valsoft’s portfolio.
The acquisition enhances Valsoft’s growing portfolio in the labor and association management space. Known for its long-term buy-and-hold model, Valsoft continues to expand its presence in purpose-built, sector-specific software platforms.
“UnionWare and MemberTrak have established themselves as trusted names in the union software space, each with strong client loyalty and deep domain expertise,” said Valsoft Investment Partner Costa Tagalakis. “We’re excited to support their continued growth by enhancing resources and maintaining what has already made them successful.”
UnionWare and MemberTrak Managing Director Matt Vice said, “Joining Valsoft is a great step for UnionWare and MemberTrak. [The people at Valsoft] understand what makes our business special and are committed to supporting our clients with continuity and care, while also opening the door to innovation and operational support.”
As with all Valsoft acquisitions, both UnionWare and MemberTrak will continue to operate independently and will retain their current teams.
Mandalay Resources to sell to Australia’s Alkane Resources for $495 million
Australia’s Alkane Resources Ltd. has entered into a definitive agreement to acquire Toronto-based Mandalay Resources Corp., a mid-tier miner with assets in Sweden and Australia in a deal valued at approximately $495 million ($A559.1 million).
Goodmans LLP and Clayton Utz are serving as Canadian and Australian legal counsel, respectively, to Mandalay, with Haywood Securities Inc. as financial advisor.
Bennett Jones LLP and HopgoodGanim are serving as Canadian and Australian legal counsel, respectively, to Alkane, with Bell Potter Securities Limited and Euroz Hartleys Limited as financial advisors.
Post-closing, former Mandalay shareholders and existing Alkane shareholders will own approximately 55 percent and 45 percent, respectively, of the outstanding ordinary shares of the combined company. The merged entity will be headquartered in Perth, Australia, with Alkane’s leadership team—Nic Earner (Managing Director) and James Carter (CFO)—at the helm. Mandalay’s Ryan Austerberry (COO) and Chris Davis (VP Exploration and Operational Geology) will join the integrated operations team.
“The transaction will take Alkane to a new level, bringing together two companies with complementary assets and a shared vision for growth,” said Alkane managing director Nic Earner. “Mandalay’s two high-quality mines match the attributes of Tomingley: a proven history of consistent production, cash generation and exploration upside.”
Mandalay president and CEO Frazer Bourchier said, “The transaction aligns with our vision to create a mid-tier gold and antimony producer with mines in premier operating jurisdictions and with our strategy for continued growth.”
The deal is expected to close in the third quarter of 2025, subject to customary closing conditions and regulatory approvals.
