*

Stephen Dacus likely to become new CEO, first foreign-born

leader

*

Seven & i ( SVNDF ) to sell non-core assets to Bain Capital, says

report

*

Shares slumped this week after report Couche-Tard's $47

billion

bid will be rejected

TOKYO, March 6 (Reuters) - Seven & i Holdings ( SVNDF ),

the Japanese operator of the global 7-Eleven convenience store

chain, is expected to announce a leadership change on Thursday

and plans to restructure its business as it faces a $47 billion

foreign takeover bid.

Lead outside director Stephen Dacus will likely succeed

Ryuichi Isaka as chief executive at Seven & i ( SVNDF ), sources have told

Reuters, putting a foreign-born executive in charge of the

Japanese retail conglomerate for the first time.

Seven & i ( SVNDF ), which has more than 80,000 7-Eleven stores in 20

countries and regions, will hold a board meeting and then

announce the leadership change along with plans including the

sale of non-core assets to Bain Capital, sources said.

The company has been the target of investor criticism over

its capital allocation for years, and in August received a

buyout offer from Circle-K operator Alimentation Couche-Tard ( ANCTF )

that was ultimately raised to $47 billion, a 35%

premium to its current market capitalisation.

That set off a three-way tug-of-war between Canada's

Couche-Tard, a buyout bid from Seven & i's ( SVNDF ) founding Ito family,

and company management who believed they could chart an

independent path to recovery.

Dacus, who previously held executive roles with Walmart ( WMT )

and Fast Retailing ( FRCOF ), has also led a special

committee vetting the takeover bids. The Ito family group failed

to secure a reported $58 billion in funding for their offer,

scuttling the deal late last month.

Dacus is set to be replaced as head of the special committee

by another outside director, Paul Yonamine, the Nikkei reported

on Monday.

Shares of Seven & i ( SVNDF ) plunged on Tuesday following a report it

planned to reject the Couche-Tard offer, although the Japanese

company said it was still considering the bid.

Seven & i ( SVNDF ) is likely to sell most of its non-core business to

Bain Capital for more than 700 billion yen ($4.7 billion),

Bloomberg News reported on Wednesday citing people familiar with

the matter.

Isaka has been with the 7-Eleven operator since 1980,

becoming its president in 2016. But his reign has been

criticised by foreign investors, including ValueAct Capital,

which tried to oust him in 2023 for pursuing what it said was a

flawed strategy.

More recently, U.S.-based Artisan Partners urged the company

to consider a competitive bidding process for takeover

proposals.

Isaka laid out an independent turnaround plan in October,

aiming to roughly double sales to 30 trillion yen by 2030 by

expanding overseas and focusing on fresh-food offerings.

If Couche-Tard succeeds in winning control of Seven & i ( SVNDF ), it

would be the biggest foreign takeover of a Japanese company.

Seven & i ( SVNDF ) was classified as "core" to Japan's national

security in September, although the finance ministry said at the

time it would not create hurdles for a takeover.

($1 = 148.9700 yen)

(Reporting by Ritsuko Shimizu and Rocky Swift; Editing by

Muralikumar Anantharaman)