The owner of convenience store giant 7-Eleven has received a buyout offer from Canadian rival Alimentation Couche-Tard (ACT), which runs the Circle K chain.
Tokyo-based Seven & i Holdings says it has formed a special committee to decide whether or not to accept the offer.
Shares in Seven & i jumped by more than 20% on the news.
That gave the Japanese firm a stock market valuation of around 5.6tn yen ($38.5bn; £29.7bn).
In a statement, Seven & i said it had "received a confidential, non-binding and preliminary proposal by ACT to acquire all [of its] outstanding shares".
"[The] Special Committee intends to conduct a prompt, careful and comprehensive review of the proposal," it added.
Seven & i has 85,000 outlets worldwide in 20 countries and territories and has a large footprint in Asia.
Quebec-based ACT is listed on the Toronto Stock Exchange and runs around 17,000 shops more than 30 countries across North America Europe and Asia under the brands Circle K and Couche-Tard.