Sears Holdings Increases Offer for Sears Canada
Apr 6, 2006
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Appliance retailer Sears Holdings Corporation announced its wholly-owned subsidiary SHLD Acquisition Corp. increased its offer for all outstanding common shares of Sears Canada to CAD $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 7.5 million 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 CAD $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 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 more than 70 percent of the outstanding shares of Sears Canada, and will have acquired more than 35 percent 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.
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 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."
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