Activist fund ValueAct Capital Management LP said it’s looking forward to the opportunity to vote for new directors of Seven & i Holdings Co. after what it called a disappointing response from the retailer Thursday.
(Bloomberg) — Activist fund ValueAct Capital Management LP said it’s looking forward to the opportunity to vote for new directors of Seven & i Holdings Co. after what it called a disappointing response from the retailer Thursday.
The operator of 7-Eleven stores didn’t answer any of the fund’s questions in a clear and specific way, and its communications continue to be “vague and confusing,” ValueAct wrote in an e-mailed statement Friday. The company’s “consistent refusal” to address investor dissatisfaction about its conglomerate structure “doesn’t inspire confidence in the company’s governance and leadership,” it added.
ValueAct comments follow a commitment by Seven & i’s outside directors, announced on Thursday, to consider strategic options including spinoffs and public listings as it seeks to boost shareholder returns. A new review committee of outside board members will recommend changes and execute them, the eight independent directors said in a statement.
“We are committed to rigorously assessing opportunities to create value for all stakeholders and adjusting our mid- and long-term strategies accordingly,” the directors said.
ValueAct has been pushing Seven & i to improve its valuation, calling on the Tokyo-based retailer to “pursue bold, structural reform and pursue it with urgency.” The investor is pushing Seven & i to narrow its business focus to 7-Eleven, which it said could become a global champion as a convenience store franchise and boost the company’s value.
Read more: ValueAct Casts Doubt on Seven & i’s Review, Demands Changes
The vote on the new directors refers to a board structure proposed by ValueAct that excludes four current members, according to Chief Executive Officer Ryuichi Isaka. The proposal is being discussed internally and the company plans to respond within a week or two, the CEO said in a post-earnings briefing on Thursday.
“Our plan and the separate letter from the board members were comprehensive, and answered the questions to some extent,” Isaka said during an earnings call. “We’ll give a clear view by the company in mid-April.”
Earlier this week, the fund said it had “little confidence in the outcome” of the retailer’s current strategy, and called on management to respond to its questions in an open letter to the company’s board. The global retailer is sticking to a conglomerate structure and the board isn’t considering strategic alternatives and should explain why, the activist investor wrote.
The retailer forecast operating profit of ¥513 billion ($3.9 billion) for the fiscal year to February 2024, short of the ¥526 billion average projected by analysts. The outlook for full-year sales also fell a bit short of analysts’ expectations.
Seven & i’s shares dropped 4% in Tokyo trading Friday, the biggest decline in about a month, after the forecasts fell short of analyst estimates.
The retailer said in presentation materials that it will keep paying out dividends, improve operating cash flow, embrace financial integrity and focus on growth in its convenience-store business in order to boost the ratio of total shareholder returns to 50% or more through fiscal 2025.
Last April, Seven & i said it revamped its board so that a majority would be independent outside directors. In November it announced a sale of its Sogo & Seibu Co. department store for an enterprise value of about ¥250 billion to private equity firm Fortress Investment Group. The transaction, which was scheduled to complete in March, is delayed, it has said.
Seven & i announced on March 9 the closing of roughly one out of every four of its Ito-Yokado shops in Japan to focus more on it core food and convenience-store operations, marking the retailer’s latest response to pressure from ValueAct.
It has more than 83,000 stores worldwide, including the Speedway gas-station franchise in the US. The company is best known for its 7-Eleven stores, and its operations include Denny’s Corp.’s Japan restaurants, the Ito-Yokado supermarket chain and even its own bank.
–With assistance from Grace Huang, Takako Taniguchi and Michelle Fay Cortez.
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