Sears Holdings Corporation (NASDAQ: SHLD) announced today that its wholly-owned subsidiary SHLD Acquisition Corp. has increased its offer for all outstanding common shares of Sears Canada to C$18.00 per share and entered into an agreement with Vornado Realty L.P. under which Vornado Realty L.P. has agreed to deposit its 7,500,000 shares to the enhanced offer no later than Friday, April 7, 2006. As a result of the increase in price, SHLD Acquisition Corp. has extended its offer until 11:59 p.m. (Eastern Daylight Time) on April 18, 2006. SHLD Acquisition Corp. has also amended the offer to provide that any dividend paid after the date of the offer, including any regular quarterly C$0.06 per share dividend that may be paid, will be for the account of and must be remitted to SHLD Acquisition Corp. by any tendering stockholders. Under the terms of the amended offer, SHLD Acquisition Corp. will no longer reserve the right to purchase shares on the TSX during the term of the offer.
Giving effect to the tender of the Vornado shares, Sears Holdings and its affiliates will own 75,437,870 common shares of Sears Canada, or over 70% of the outstanding shares of Sears Canada, and will have acquired over 35% of the minority interest in Sears Canada. Sears Holdings continues to discuss a support agreement at the revised offer price with certain shareholders who together own sufficient shares to assure Sears Holdings of a majority of the minority shares, and believes that agreements at the revised offer price will be reached and announced during this extension period. While Sears Holdings can give no assurances that such agreements will be reached, in the event that a majority of the shares not owned by Sears Holdings and its affiliates prior to the commencement of the Offer either tender to or agree to support a potential going private transaction through a back-end merger or other transaction having an equivalent effect, Sears Holdings and its affiliates will have sufficient shares to assure the necessary approval to effect a potential going private transaction.
A formal notice of extension and change of information in the offer will be mailed to Sears Canada shareholders on Tuesday, April 4, 2006. To date, 10,204,999 common shares of Sears Canada have been deposited into the offer, including the 10,161,968 shares which were taken up by SHLD Acquisition Corp. on March 17, 2006.
Alan Lacy, vice chairman of Sears Holdings, commented, "We believe the decision by the two largest independent shareholders, Natcan Investment Management, Inc. and Vornado Realty Trust, to tender their shares, representing over one third of the minority shares is clear evidence that our revised C$18.00 offer represents a full and fair price. We believe that we will receive the support of a majority of the shares that Sears Holdings and its affiliates did not own prior to the commencement of the offer. We look forward to focusing the full attention of the Sears Canada management team and associates on serving our customers and competing effectively in the Canadian market."
About Sears Holdings Corporation
Sears Holdings Corporation is the nation's third largest broadline retailer, with approximately $55 billion in annual revenues, and with approximately 3,900 full-line and specialty retail stores in the United States and Canada. Sears Holdings is the leading home appliance retailer as well as a leader in tools, lawn and garden, home electronics and automotive repair and maintenance. Key proprietary brands include Kenmore, Craftsman and DieHard, and a broad apparel offering, including such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and Covington brands. It also has Martha Stewart Everyday products, which are offered exclusively in the U.S. by Kmart and in Canada by Sears Canada. The Company is the nation's largest provider of home services, with more than 13 million service calls made annually. For more information, visit Sears Holdings' website at http://www.searsholdings.com/.
SOURCE: Sears Holdings Corporation
CONTACT: Sears Holdings Public Relations, +1-847-286-8371
Web site: http://www.searsholdings.com/