The author is a Reuters Breakingviews columnist. The opinions expressed are his own. Updates to add graphic.

By Hudson Lockett

HONG KONG, March 13 (Reuters Breakingviews) - What can you do when you can’t go hostile in a deal? For Alimentation Couche-Tard ATD.TO , the answer is a press conference. On Thursday, the Canadian owner of the Circle-K convenience store chain made the case for its takeover of Japan’s Seven & i 3382.T to local media in Tokyo - a first since launching a $47 billion offer in August. Regardless of whether that wins public hearts and minds, the move effectively puts the ball in Seven & i's court to step up engagement.

At the press briefing, Couche-Tard Chair Alain Bouchard and other executives complained about having "virtually no access to information" to conduct due diligence and floated the possibility of carving out their target's Japanese business to assuage any worries over disrupting its domestic operations, among other things. Critically, they pushed back on U.S. anti-trust concerns.

Seven & i's Stephen Dacus, whose term as CEO will begin in May and who was previously the board member heading the special committee evaluating Couche-Tard’s bid, has described the sale of 2,000-plus U.S. stores he considers necessary to pass regulatory muster as “unprecedented”. He has also warned approvals could take up to two years, pointing to the botched merger of American grocers Kroger KR.N and Albertsons ACI.N.

Couche-Tard's bigwigs, though, say they see a “clear path” to anti-trust approval. Moreover, they have been scouting potential buyers for the U.S stores, and privately submitted a yen-denominated bid in late January at Seven & i’s request. They also say they offered a “large” breakup fee to ensure they will be sufficiently motivated to see the deal through to completion.

Bouchard probably needs to bump up that fee, which one person familiar with the matter described as “embarrassingly small” but added that the Canadian side had recently begun to engage with Seven & i “in a way I do think is constructive”. The fact that the two sides are discussing store sales and break fees suggests a deal — however preliminary — is on the cards.

All eyes will be on Seven & i's next move. Pressure is already building from pushy shareholders including U.S.-based Artisan Partners APAM.N, which has criticised the company's governance and opposed Dacus' appointment. The Japanese group's shares were little moved following Couche-Tard's press conference, trading at a roughly one-fifth discount to the suitor's last known offer price. It is now up to Seven & i to demonstrate good faith efforts if it wants to close the gap.

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CONTEXT NEWS

Alimentation Couche-Tard held its first Tokyo press conference on March 13 to lay out its case for a proposed $47 billion takeover of Japan’s Seven & i Holdings.

The Canadian company’s management said concerns over antitrust issues in the U.S. were overblown and suggested the Japanese company’s local stores could be carved out if necessary to address domestic concerns over national security. They also ruled out a listing for Seven & i's U.S. business, proposed by incoming CEO Stephen Dacus as part of a broader plan to boost shareholder returns that includes a 2 trillion yen ($13.5 billion) share buyback.

Couche-Tard founder Alain Bouchard said his firm could potentially find areas of greater value between the two companies but as yet had received "virtually no access to information" from Seven & i.

Shares in Seven & i were trading at 2,196 yen per share following the press conference, about 18% below Couche-Tard’s offer price.

(Editing by Robyn Mak and Aditya Srivastav)

((For previous columns by the author, Reuters customers can click on LOCKETT/ hudson.lockett@thomsonreuters.com))