Sears Holdings Announces Receipt of Commitments Representing a Majority of the Shares Not Owned by Sears Holdings Prior to the Commencement of the Offer
Shareholders Owning 7,611,000 Common Shares Have Agreed to Vote For a Going Private Transaction at the Current C$18.00 Offer Price
Sears Holdings Has Agreed to Extend the Tender Offer Until August 31, 2006 and to Close the Going Private Transaction In December
Sears Holdings Corporation (NASDAQ: SHLD) announced today that its wholly-owned subsidiary, SHLD Acquisition Corp., has entered into agreements with shareholders who have committed to vote an aggregate of 7,611,000 common shares of Sears Canada in favor of a going private transaction that is expected to close in December 2006 at the current offer price of C$18.00 per share.
Giving effect to the 10,209,246 common shares purchased previously in the offer, the 7,500,000 common shares committed and tendered by Vornado Realty, L.P., and the support commitments for 7,611,000 common shares announced today, Sears Holdings and its affiliates have acquired in the offer or obtained commitments for an aggregate of 25,320,246 common shares, representing over 50% of the common shares (including Deferred Shares Units and unexercised options) that were not owned by Sears Holdings and its affiliates at the commencement of the offer. Accordingly, Sears Holdings and its affiliates will own or have support commitments for sufficient shares to assure the necessary shareholder approval of a going private transaction of Sears Canada at the offer price of C$18.00 per share.
SHLD Acquisition Corp. has extended its offer until 5:00 p.m. (Eastern Daylight Time) on August 31, 2006. SHLD Acquisition Corp. will acquire any and all shares validly tendered to its offer prior to the extended expiry time. A formal notice of extension and change of information in the offer will be mailed to Sears Canada shareholders this week.
Alan Lacy, vice chairman of Sears Holdings, commented, "We are pleased that our transaction has received the support of a majority of the minority shareholders, including the two largest minority shareholders. With the success of our offer assured, we expect other Sears Canada shareholders to tender their common shares in order to promptly receive our offer price of C$18.00 per share."
Mr. Lacy continued, "Sears Holdings would like to thank the executives and associates of Sears Canada, who have worked hard to remain focused on the business of serving our customers during the pendency of our offer. We look forward to their continued support and commitment as we work to leverage the strengths of our two companies."
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 in the U.S., with more than 13 million service calls made annually. For more information, visit Sears Holdings' website at .
SOURCE: Sears Holdings Corporation
CONTACT: Sears Holdings Public Relations, +1-847-286-8371
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