Sears Holdings Expects to Mail Take-Over Bid Circular for Acquisition of Minority Stake In Sears Canada; Waives Minimum Condition

Sears Holdings Corporation (NASDAQ: SHLD) today announced it anticipates mailing this week its take-over bid circular for all of the outstanding common shares of Sears Canada Inc. (TSX: SCC), other than those already held by Sears Holdings and its affiliates. Sears Holdings expects to receive in the next few days the independent formal valuation required to be included in the take-over bid circular. Sears Holdings' offer, which was announced on December 5, 2005, offers Sears Canada shareholders C$16.86 per share.

Sears Holdings also announced that it will waive the minimum condition of its offer, so that subject to the satisfaction or waiver of the other conditions, Sears Holdings will acquire any and all Sears Canada shares tendered to its offer prior to the expiration date. Natcan Investment Management Inc. has agreed to tender all common shares it owns or controls to the offer. As of December 5, 2005, Natcan owned or controlled 9,699,862 common shares or approximately 9.06% of the outstanding common shares of Sears Canada.

"We are fully committed to moving forward with our offer at C$16.86 per share and purchasing any shares tendered at that price, including those owned by Natcan," said Alan Lacy, vice chairman of Sears Holdings. Mr. Lacy added, "We believe that most Sears Canada shareholders will agree that C$16.86 is a fair price and will tender their shares to our offer once it is formally made. 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 percent of Sears Canada, we are committed to increasing our ownership through this offer in any case."

About Sears Holdings Corporation

Sears Holdings Corporation is the third largest broadline retailer in North America with approximately $55 billion in annual revenues, and with approximately 3,900 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 14 million service calls made annually. For more information, visit Sears Holdings' website at

SOURCE: Sears Holdings Corporation

CONTACT: Sears Holdings Public Relations, +1-847-286-8371

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