Premier Investments' attempts to take control of Myer are not in shareholders' best interests unless they receive a premium.
That is the Myer board response to the Solomon Lew-chaired company's efforts this week to bring about a shareholder meeting and vote out board members.
Mr Lew has for months called on the board to resign due to poor performance.
Premier increased its stake to 15.77 per cent this week and on Friday said it will ask for an extraordinary general meeting to form a new Myer board.
A spokesman for the department store chain said it was not in shareholders' best interest to allow Premier to take control of Myer without shareholders realising an appropriate premium.
Premier has said under its plan most of the new board members would be independent.
Mr Lew this week criticised the Myer board for not yet finding a permanent chair.
Previous chair Garry Hounsell resigned last year after the company made a full-year loss of $172 million.
The spokesman said Myer remained focused on having the board matter resolved as soon as possible.
The board includes acting chair JoAnne Stephenson, David Whittle and Jacquie Naylor.
Myer has had a troubled recent history. The company last year posted a full-year loss of $172 million.
It fared better in March when surging online sales helped a first-half net profit gain of 76.3 per cent.
Meanwhile, Premier has performed particularly well during the pandemic.
Sales at its retail chains including Peter Alexander, Just Jeans and Smiggle have skyrocketed.
The company last month said full-year retail earnings were likely to be higher by 90 per cent.
Myer shares were higher by 5.75 per cent to 46 cents at 1603 AEST, while Premier Investments shares were lower by 2.18 per cent to $26.98.