|Sears Canada Independent Directors to Consider Sears Holdings Privatization Offer|
|Offer Price More than $2.00 below Valuation Range|
TORONTO, Feb. 10, 2006 (Canada NewsWire via COMTEX News Network) -- The Independent Committee of the Board of Directors of Sears Canada Inc. (TSX: SCC) announced today that it had received Sears Holdings' formal offer to acquire the publicly-held shares of Sears Canada and that it is studying the takeover bid circular. The Committee also announced that it had received a valuation report and inadequacy opinion from Genuity Capital Markets, a copy of which is included in the Sears Holdings' circular. Genuity was engaged by the Independent Committee of Sears Canada's Board of Directors to prepare an independent valuation of the Company and a fairness opinion in relation to the Sears Holdings' offer.
In Genuity's opinion, the fair market value of the common shares of Sears Canada is $19.00 to $22.25 per share. The offer price proposed by Sears Holdings is $16.86 per share. Genuity has also expressed the opinion that the consideration offered by Sears Holdings is inadequate, from a financial point of view, to Sears Canada's minority shareholders.
The Independent Committee arranged a meeting between representatives of Sears Holdings and Genuity on February 6, 2006 in advance of Genuity finalizing its valuation and inadequacy opinion. At that meeting, Sears Holdings raised a number of matters for consideration by Genuity, including those raised in the Sears Holdings' press release and takeover bid circular. Those matters were given full consideration by Genuity before it issued its valuation report and the Independent Committee urges minority Sears Canada shareholders to read the valuation report in its entirety.
The Independent Committee will be considering the Sears Holdings offer and expects to issue a directors' circular regarding the offer to the minority shareholders of Sears Canada within the next 10 days. Pending issuance of the directors' circular, minority Sears Canada shareholders are urged by the Independent Committee not to tender their shares to the Sears Holdings offer.
Sears Canada is a multi-channel retailer with a network of 188 corporate stores, 181 dealer stores, 65 home improvement showrooms, over 2,100 catalogue merchandise pick-up locations, 112 Sears Travel offices and a nationwide home maintenance, repair, and installation network. The Company also publishes Canada's most extensive general merchandise catalogue and offers shopping online at www.sears.ca.
SOURCE: Sears Canada Inc.