Britain's biggest supermarket chain, Tesco, is hoping to strengthen its foothold in Japan by buying Fre'c, which has annual sales of £146m($161m).
Tesco has £1.5bn in its war chest to fund global expansion
Fre'c, short for "fresh and cost", has run up debts of £52m after it was hit by Japan's property market crash.
Tesco's Japanese subsidiary C Two-Network is expected to take on debt of £16m after the purchase, if talks to buy the stricken chain are successful.
The deal would represent a "small but strategic move", the UK retailer said.
Tokyo-based Fre'c, which currently runs 27 stores, is trying to persuade its creditors to write-off the rest of the debt that Tesco is not taking on board.
"We prefer to slowly learn about the market and, where appropriate, where there's an acquisition or sponsorship that might make sense, we may look seriously at it," a Tesco spokesman said.
Tesco has raised more than £1.5bn this year to invest in acquisitions and store expansion across the globe.
Other big foreign food chains have also jumped into the Japanese market in recent times.
Wal-Mart, the world's biggest retailer, bought a 6% stake in troubled supermarket chain Seiyu in 2002.
And French rival Carrefour opened its first superstore in Japan four years ago.