CONTACT:
Sears Public Relations And Communications
(847) 286-8371
Sears Holdings Announces Final Results of Cash and Stock Elections by Sears, Roebuck and Co. Shareholders
HOFFMAN ESTATES, Ill., March 30 /PRNewswire/ -- Sears Holdings Corporation
(Nasdaq: SHLD), the major new retail company resulting from the merger of
Kmart Holding Corporation and Sears, Roebuck and Co., has been informed by
EquiServe Trust Company, N.A., the exchange agent in connection with the
merger, that final results of the cash and stock elections by Sears, Roebuck
and Co. shareholders are as follows:
(Logo: http://www.newscom.com/cgi-bin/prnh/20050324/CGTH017LOGO )
Cash Elections: Valid elections to receive $50 in cash for each share of
Sears, Roebuck common stock were made with respect to 7,382,118 shares of
Sears, Roebuck common stock;
Stock Elections: Valid elections to receive 0.5 of a share of Sears
Holdings common stock for each share of Sears common stock were made with
respect to 197,655,072 shares of Sears, Roebuck common stock; and
Non-Elections: No election was made with respect to 21,185,749 shares of
Sears, Roebuck stock.
These elections were subject to proration calculations so that, in the
aggregate, 55 percent of the Sears, Roebuck shares outstanding as of the
closing on March 24, 2005 were converted into the right to receive 0.5 of a
share of Sears Holdings common stock per share and 45 percent were converted
into the right to receive $50 in cash per share. Based on these final results
of the elections, the merger consideration to be paid to Sears shareholders is
as follows:
Cash Elections: Sears, Roebuck shareholders who validly elected cash will
receive $50 for each Sears, Roebuck share with respect to which that election
was made;
Stock Elections: Sears, Roebuck shareholders who validly elected to
receive Sears Holdings stock will receive 0.5 of a share of Sears Holdings
common stock for approximately 62.95 percent of their shares and $50 in cash
for approximately 37.05 percent of their shares with respect to which that
election was made; and
Non-Elections: Sears, Roebuck shareholders who did not make a valid
election will receive $50 in cash for each of their Sears, Roebuck shares.
Pursuant to the Agreement and Plan of Merger dated as of November 16,
2004, by and among Sears Holdings, Kmart, Sears, Roebuck, Kmart Acquisition
Corp. and Sears Acquisition Corp., fractional shares of Sears Holdings will
not be issued. In lieu thereof, shareholders will receive cash based on the
closing Kmart stock price of $124.83 on March 23, 2005.
Kmart shareholders received one share of Sears Holdings common stock for
each Kmart share.
In connection with the consummation of the merger, approximately
157.4 million shares of Sears Holdings common stock are being issued to former
Sears, Roebuck and Kmart shareholders and approximately $5.1 billion in cash
is being paid to former Sears, Roebuck shareholders.
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. For more information, visit
Sears Holdings' website at http://www.searshc.com .
This document contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements about the benefits of the business
combination transaction involving Sears Holdings Corporation, Kmart Holding
Corporation and Sears, Roebuck and Co., including future financial and
operating results, the combined company's plans, objectives, expectations and
intentions and other statements that are not historical facts. Such statements
are based upon the current beliefs and expectations of Sears Holdings'
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ
from those set forth in the forward-looking statements: the risk that the
Kmart and Sears, Roebuck businesses will not be integrated successfully;
failure to quickly realize synergies and cost-savings from the transaction as
a result of technical, logistical, competitive and other factors; disruption
from the transaction making it more difficult to maintain relationships with
clients, employees or suppliers; competitive conditions in retail and related
services industries; changes in consumer confidence, tastes, preferences and
spending; the availability and level of consumer debt; anticipated cash flow
and the ability of Sears Holdings to maintain sufficient operating cash flow
and liquidity; the successful execution of, and customer response to,
strategic initiatives, including the full-line store strategy and the
conversion and integration of the Kmart stores and other new store locations;
the pace of growth in store locations, which may be higher or lower than
anticipated; the possibility that new business and strategic options for one
or more business segments will be identified, potentially including selective
acquisitions, dispositions, restructurings, joint ventures and partnerships;
trade restrictions, tariffs, and other factors potentially affecting the
ability to find qualified vendors and access products in an efficient manner;
the ability to successfully implement initiatives to improve inventory
management capabilities; anticipated cash flow; changes in interest rates; the
outcome of pending legal proceedings and bankruptcy claims; social and
political conditions such as war, political unrest and terrorism or natural
disasters; the possibility of negative investment returns in any pension
plans; volatility in financial markets; changes in debt ratings, credit
spreads and cost of funds; the possibility of interruptions in systematically
accessing the public debt markets; the impact of seasonal buying patterns,
which are difficult to forecast with certainty; and general economic
conditions and normal business uncertainty. These forward-looking statements
speak only as of the time first made, and no undertaking has been made to
update or revise them as more information becomes available. Additional
factors that could cause Kmart's and Sears, Roebuck's results to differ
materially from those described in the forward-looking statements can be found
in the 2004 Annual Reports on Forms 10-K of Kmart and Sears, Roebuck filed
with the SEC and available at the SEC's Internet site (http://www.sec.gov).
SOURCE Sears Holdings Corporation
Web site: http://www.searshc.com
Photo: http://www.newscom.com/cgi-bin/prnh/20050324/CGTH017LOGO
AP Archive: http://photoarchive.ap.org PRN Photo Desk,
photodesk@prnewswire.com
CONTACT: Chris Brathwaite for Sears Holdings Corporation,
+1-847-286-4681
CAPTION: CGTH017LOGO Sears Holdings Corporation logo.
(PRNewsFoto)[TC] TROY, MI USA 03/24/2005
