Sears Canada Going-Private Transaction Will Not Proceed As A Result of Ontario Securities Commission Ruling
Transaction Had Received Votes of Majority of Sears Canada Minority Shares
Sears Holdings Corporation (NASDAQ: SHLD) announced today that 81.3% of the Sears Canada shares voted at the Special Meeting of Sears Canada shareholders held earlier today were voted in favor of the proposed going-private transaction, including 58.3% of the votes cast by minority shareholders. However, pursuant to an order of the Ontario Securities Commission (OSC) dated August 8, 2006, the shares held by The Bank of Nova Scotia, Scotia Capital Inc. and Royal Bank of Canada that are the subject of support agreements with Sears Holdings and the shares acquired in the offer from Vornado Realty L.P. - which collectively represented approximately 30% of the minority shares - were excluded from the calculation of the "majority of the minority" approval. As a result, notwithstanding that the going-private transaction received favorable votes from holders of a majority of the Sears Canada minority shares, the transaction is considered not to have received the "majority of the minority" approval required for the transaction to proceed.
Sears Holdings also announced that the Court of Appeal for Ontario has denied Sears Holdings' motion for leave to appeal from the decision of the Divisional Court dismissing its appeal from the decision of the OSC. Although Sears Holdings continues to disagree with the decision of the OSC, and continues to believe that the case presented important issues concerning the Canadian rules for take-over bids and going-private transactions that warranted further judicial review, we respect the decision of the Court of Appeal. Sears Holdings is disappointed that the ruling of the OSC has not allowed the expressed will of the holders of over 80 percent of Sears Canada shares, including the holders of a majority of the minority shares, to be carried out. Sears Holdings intends to amend its offer solely to comply with the ruling of the OSC, and expects that its offer will expire on November 27, 2006 without any other adjustment to its terms.
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 3,800 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 .
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SOURCE: Sears Holdings Corporation
CONTACT: Sears Holdings Public Relations, +1-847-286-8371
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