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Sears, Kmart Merger Recommended by ISS
Mar 10, 2005
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Sears, Roebuck and Co. announced that Institutional Shareholder Services (ISS), an independent proxy advisory firm, has recommended that Sears, Roebuck and Co. shareholders vote FOR Sears, Roebuck's proposed merger with Kmart Holding Corporation at the company's special shareholder meeting on March 24, 2005.

In its analysis of the merger, ISS stated in its March 8, 2005 report: "Based on our review of the terms of the transaction...in particular the reasonable premium received, the reasonable synergy assumptions, the positive market reaction, and the improved governance profile, we believe that the merger agreement warrants shareholder support."

ISS is a leading independent proxy advisory firm in the nation. Its recommendations are relied upon by hundreds of major institutional investment firms, mutual funds, and other fiduciaries throughout the U.S.

Sears Holdings Corporation, currently a wholly owned subsidiary of Kmart Holding Corporation created to facilitate the merger between Kmart Holding Corporation and Sears, Roebuck and Co., will become the new holding company of Sears, Roebuck and Kmart following the merger.

Sears, Roebuck and Kmart will hold special meetings of their respective shareholders on March 24, 2005 to vote on the companies' proposed merger. Kmart and Sears, Roebuck shareholders of record at the close of business on Jan. 26, 2005 are entitled to vote on the proposal.

As noted in the joint proxy statement-prospectus recently mailed to its shareholders, Sears, Roebuck and Co.'s board of directors urges all Sears shareholders who have not already done so to vote for the merger by mailing in their proxy cards or voting via phone or internet.

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