Hoffman Estates, IL, May 2, 2006--Sears Holdings Corp. denied that shareholders Scotia Capital and Bank of Nova Scotia, which backed its plan to completely acquire Sears Canada, were acting on its behalf.
The company issued the statement in response to an April 28th report in Canada's National Post newspaper that said dissident investors Pershing Square Capital Management LP, Hawkeye Capital Management LLC and Knott Partners Management LLC have asked the Ontario Securities Commission to review the deal.
The dissident funds have said they will band together to fight Sears' $775 million bid for Sears Canada, saying they think the Canadian unit is worth more.
OSC officials were not immediately available for comment.
According to the National Post report, the dissident group raised concerns that Scotia Capital, the investment banking arm of Bank of Nova Scotia, was also acting as a financial adviser to Sears in its bid to buy Sears Canada.
On Monday, Sears said the shares owned by Scotia Capital were acquired prior to the firm being hired as an adviser. The retailer also said it was not aware of Scotia Capital's holdings at the time it was hired.
In the statement, Sears vice chairman Alan Lacy accused Pershing and the others of wanting to hold up the deal to extract a premium on shares they purchased recently at prices close to the final offer price of $18 a share.
Earlier this month, Sears declared victory after gaining support for its sweetened bid from most of the minority shareholders of Sears Canada.
But the dissenting group has warned it will take "all appropriate legal action" to halt the deal.
