Sears Holdings Bids For Sears Canada Shares
Feb 6, 2006
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Sears Holdings Corporation (Hoffman Estates, Illinois, U.S.) said today it plans this week to mail a take-over bid circular for all of the outstanding common shares of Sears Canada Inc., other than those already held by Sears Holdings and its affiliates.

Sears Holdings, which operates K-Mart stores as well as the Sears retail chain, the largest U.S. seller of appliances, said it expects to receive in the next few days the independent formal valuation required to be included in the take-over bid circular. Sears Holdings' offer, announced on December 5, 2005, offers Sears Canada shareholders CAD $16.86 (approx. U.S. $14.72) per share.

However, the stock price has risen since the offer was made and Friday closed at CAD $18.67.

Sears Holdings also announced that it will waive the minimum condition of its offer, so that subject to the satisfaction or waiver of the other conditions, Sears Holdings will acquire any and all Sears Canada shares tendered to its offer prior to the expiration date. Natcan Investment Management Inc. has agreed to tender all common shares it owns or controls to the offer. As of December 5, 2005, Natcan owned or controlled 9,699,862 common shares or approximately 9.06 percent of the outstanding common shares of Sears Canada.

"We are fully committed to moving forward with our offer at CAD $16.86 per share and purchasing any shares tendered at that price, including those owned by Natcan," said Alan Lacy, vice chairman of Sears Holdings. Lacy added, "We believe that most Sears Canada shareholders will agree that C$16.86 is a fair price and will tender their shares to our offer once it is formally made. We feel it is important to communicate to shareholders that we intend to purchase all validly tendered shares and, while we would prefer to own 100 percent of Sears Canada, we are committed to increasing our ownership through this offer in any case."

Sears Holdings Corporation is ranked as the third-largest broadline retailer in North America, with approximately U.S. $55 billion in annual revenues, and with approximately 3,900 full-line and specialty retail stores in the U.S. 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. It owns the Kenmore and other brand names.

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