Toronto, Ontario, February 6, 2006--The U.S.-based parent of Sears Canada said Monday it will go ahead with its offer to acquire the stake in the Canadian company it doesn't already own even if it doesn't take up all of the remaining shares.
Sears Holdings Corp. said it expects to mail a takeover bid circular for all of the outstanding common shares of Sears Canada this week. It is offering $835.4 million to buy the 46.2 per cent stake, $16.86 a common share in cash after a distribution to stockholders of $18.64 per share - about $2 billion.
The distribution was announced last year by Sears Canada after it sold its credit-card division to JPMorgan Chase for $2.2 billion.
Sears Canada shares have since traded above $16.86, closing Friday at $18.67 on the Toronto Stock Exchange.
Sears Holdings' proposal is backed by Sears Canada's second-largest shareholder, Natcan Investment Management Inc., which owns a 9.06 per cent stake.
"We are fully committed to moving forward with our offer at $16.86 per share and purchasing any shares tendered at that price, including those owned by Natcan," Sears Holdings vice-chairman Alan Lacy said in a release.
"We believe that most Sears Canada shareholders will agree that $16.86 is a fair price and will tender their shares to our offer once it is formally made."
Although its original offer looked for a majority of the outstanding shares, Sears Holdings said it will buy whatever shares are tendered before the expiration date.
"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 per cent of Sears Canada, we are committed to increasing our ownership through this offer in any case," Lacy said.
Sears Canada operates 188 corporate stores, 180 dealer stores and 67 home improvement showrooms.
