Seven & I Holdings深度研究：软银助力防御， Żabka助力增长

Seven & i Holdings Deep Dive: So, what is going on? SoftBank fordefense, Żabka for growth The throne is still for sale — but the king spent the week buying reasons to keepsitting on it.The value of Seven & i lies not in growth but in the saleability of the throneitself. In one week, management delivered both halves of its answer: up to ¥300bn (US$1.9bn) in from a SoftBank-led coalition — not an acquisition but a takeover defense — andsix days later, several hundred billion yen out for a double-digit stake in Żabka (ZAB.PW),Poland's largest convenience chain. Defense and growth, two halves of the same sentence.This report grades whether the king can execute both. Yugo Shima+81 3 6777 6994yugo.shima@bernsteinsg.com Richard Trainor+44 20 7762 1050richard.trainor@bernsteinsg.com David Dai, CFA+852 2918 5704david.dai@bernsteinsg.com The moves are necessities, not options.Traffic is still negative ([–0.9%] in Q1) withprice hikes papering over emptier stores; SG&A inflation has broken the franchisemodel's operating leverage; North America remains an unreformed fuel business — andmanagement now adds a third continent, with a thin bench of global operators and aU.S. turnaround behind schedule. The asymmetric structure holds: downside floored bythe memory of ACT's ¥2,700 (¥1,900–2,000), upside stacked with a returning buyer,Itochu, and a conditional SoftBank lid. But new shares in, capital out, and a ¥2tn buybackunderneath leave management owing shareholders proof that the sequence adds up.Market-Perform, PT ¥2,100. William Woods+44 20 7676 6806william.woods@bernsteinsg.com Ran Yang+852 2123 2658ran.yang@bernsteinsg.com Alice Buckley+44 20 7676 6739alice.buckley@bernsteinsg.com For the counterparties, the same week reads better.Żabka gets expertise and helpfrom the world's largest CVS operator, a vote of confidence in its international expansionambition, and a lighter PE overhang (free float 52%) — close to a pure tailwind. Outperform,PT PLN 30. SBG's wallet is untouched, while the prize is the missing bottom layer ofSon's Physical AI stack: a 22,000-store laboratory where AI gets graded daily, at scale.Outperform.Three companies, one week, one test: Seven must prove it, Żabka getspaid either way, and SoftBank pays almost nothing to find out.The price tag has notcome off the throne… Rhea Gudiwala+44 20 7676 7293rhea.gudiwala@bernsteinsg.com Jack Lin+852 2123 2683jack.lin@bernsteinsg.com BERNSTEIN TICKER TABLE INVESTMENT IMPLICATIONS We rate Seven & IMarket-Performwith PT=¥2,100.00.We rate SoftBankOutperformwith PT =¥11,200.We rate ZabkaOutperformwith PT =PLN 30.00 VALUATION COMPS TABLE Fast Retailing, Ryohin Keikaku, Asics, Food & Life, PPIH, Aeon, Seven & i are covered by Yugo Shima. * are covered by other Bernstein colleagues (William Woods, DETAILS COMPANY MODEL AND RECENT NOTE SEVEN & I •Company Model | 3382.JP / Seven & I Holdings•14 Jul 2026 - Physical AI meets the convenience store — from retail king to AI testbed: why SoftBank, KDDI, Itochu, andMitsubishi all want in•11 Jul 2026 - Quick Take: SoftBank considers purchase of stake in Seven & I Holdings•9 Jul 2026 - Seven & I Holdings Q1: Fuel does the heavy lifting, stores inch forward•30 Jun 2026 - Japan Retail (3): Silver tsunami and cheap groceries - how drugstores became Japan’s other discounter andGMS is falling•26 Jun 2026 - Japan Retail (2): From supermarket routine to discounter reality•22 Jun 2026 - Japan Retail (1): After the Long Winter, Japan Domestic Retail at an Inflection Point•26 May 2026 - Initiation Japan Consumer - The Devil wears Uniqlo: AI, savvy consumers, and the end of Hype ZABKA •Company Model | ZAB.PW / Zabka Group SA•8 Jul 2026 - Zabka: Q2/H1-26 Preview•14 May 2026 - European Food Retail: Growing the basket. Initiating coverage of Marks & Spencer, Zabka, B&M, Dino,Axfood, and Colruyt. SOFTBANK •Company Model | 9984.JP / SoftBank Group Corp•17 Jun 2026 - Global Semis: The CPU Renaissance? Beneficiaries of a $223bn TAM...•18 May 2026 - SoftBank, Arm: From GenAI to Agentic AI; Initiating with Outperform Ratings SO, WHAT IS GOING ON? (1) The facts: in six days, the kingdom's blueprint was redrawn.On July 10, talks were reported (link) under which SoftBankCorp (9434.JP, not covered; consolidated by SoftBank Group, 9984.JP, covered by David Dai), PayPay and Sumitomo MitsuiCard would invest up to ¥300bn (US$1.9bn) in Seven & i — a third-party allotment (assumed, unconfirmed), c. 5% dilution,targeting a contract this summer. On July 16, Seven & i was reported to be in final-stage talks to acquire a double-digitpercentage stake in Żabka, Poland's largest convenience chain, for several hundred billion yen — the sellers being the CVC-led private equity consortium. The first deal brings capital in; the second sends capital out. Underneath both, a ¥2tn buybackkeeps running. Taken separately, each has a clean explanation — a defense, a growth investment. Taken together, they amountto management's consolidated answer to the