RAND Randstad NV

Monster Worldwide Inc. is facing a potential proxy fight from its largest shareholder, which opposes the online job-posting company's pending sale to a Dutch recruitment firm.

MediaNews Group Inc., an activist investor that has a nearly 12% stake in Monster, said Friday that it planned to nominate seven members to replace Monster's entire board. MediaNews, in a letter to Monster shareholders, said it has no confidence in Monster's current management and called Monster's sale process "flawed and unorganized."

MediaNews owns newspapers, including the Los Angeles Daily News and the Denver Post.

In August, Monster announced a deal to sell the company to Randstad Holding NV for $429 million, a 23% premium to Monster's share price at the time. Since then, MediaNews has criticized the deal, calling it the definition of "selling at the bottom," and has tried to rally shareholder support.

Representatives from Monster and Randstad weren't available for comment Friday. Monster, in the past, has called the efforts by MediaNews "misguided" and has emphasized the deal's value to Monster shareholders.

Among the board members that MediaNews plans to nominate is Daniel W. Dienst, the former CEO of Martha Stewart Living Omnimedia Inc. MediaNews said Mr. Dienst also is prepared to serve as CEO.

MediaNews has called for Monster to consider all options, including an auction, and recommended that Monster reduce expenses by $100 million to $150 million and take other steps, such as a "rebranding campaign to attract millennials."

Monster said the request for "draconian" cost-cutting doesn't take into account that it has already reduced more than $100 million of annual operating expenses in recent years.

Monster swung to a loss in the second quarter, reflecting a goodwill impairment, while revenue fell to $150.9 million from $167.7 million.

The size of MediaNews' effort to depose the whole 7-person board is unusual for an activist, as such investors typically only seek a minority of seats.

Write to Imani Moise at imani.moise@wsj.com

(END) Dow Jones Newswires

September 30, 2016 12:35 ET (16:35 GMT)

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