Seven & i Holdings opposes board nominees backed by ValueAct Capital

TOKYO (Reuters) -Japanese retail giant Seven & i Holdings Co will oppose all four board director candidates nominated by ValueAct Capital, it said on Tuesday, escalating its high-profile battle with the activist shareholder.

"None of ValueAct's nominees have experience in significant business transformations," Seven & i said in a statement. The nominees included Dene Rogers, former executive at RadioShack and Sears, and Brittni Levinson, ValueAct's sustainability chief.

Frustrated with Seven & i's conglomerate structure, ValueAct, which owns a 4.4% stake, is calling for a spin-off of the 7-Eleven convenience store chain and is seeking to replace four of the 14 board members at the annual meeting.

Meanwhile, Seven & i's board has agreed to reappoint 13 directors, including current President Ryuichi Isaka and two other directors that ValueAct wants to replace, the company said.

"Our nominees have Japanese and international strategy experience and business execution experience through all business cycles," the company said.

In its presentation document, it called ValueAct's spin-off proposals "short-sighted" and "based on superficial understanding" of its businesses, while stressing various steps it has taken such as the divestiture of the department store business.

"Seven & i has been steadily evolving the business, achieving a significant transformation in recent years. ValueAct's proposal would effectively halt this momentum," it said.

It also reiterated that the board would continue to review the optimal group structure and strategic alternatives including a possible initial public offering or a spin-off.

In response, ValueAct criticised Seven & i management for avoiding fundamental strategic questions that stakeholders have asked for years. "Here, we have observed a troubling pattern of decisions to protect management's status quo interests despite poor performance," it said in a statement.

The U.S. investment fund has been invested in Seven & i and making proposals since 2021.

(Reporting by Mariko Katsumura and Makiko Yamazaki; Editing by Kim Coghill and Susan Fenton)