*

Stephen Dacus likely to become new CEO, first foreign

leader

*

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

report

*

Plans to announce share buyback of about $13.4 billion,

says

report

*

Another report said earlier this week Couche-Tard's $47

billion

bid will be rejected

(Adds report of share buyback, share move, and request for

comment in paragraphs 3-5)

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

the Japanese operator of the 7-Eleven convenience store chain,

is expected to announce on Thursday a change of CEO and plans to

restructure its business, sources said, 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 executive in charge of the Japanese

company for the first time.

The retail conglomerate also plans to announce a share

buyback of about 2 trillion yen ($13.4 billion), Bloomberg News

reported.

Seven & i's ( SVNDF ) stock surged as much as 10% on Thursday after

the report on the share buyback.

The company did not immediately respond to a request for

comment on any impending management changes or business

announcements. The sources did not wish to be identified because

they were not authorised to speak on the matter.

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.

In response, a group led by Seven & i's ( SVNDF ) founding Ito family

mounted its own buyout offer, while the company's management

said 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.

FOREIGN INVESTORS CRITICISED ISAKA REIGN

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 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 = 149.23 yen)

(Reporting by Ritsuko Shimizu and Rocky Swift; Editing by

Muralikumar Anantharaman)