One more time, Sears Holding pursues Sears Canada takeover

Michael J. Knell
TORONTO — Sears Holding will take another swing at taking complete control of Sears

Canada at a special meeting of shareholders called for Nov. 14.
The Chicago-based owner of Sears, Roebuck & Co. and Kmart is proposing a special resolution to consolidate all of the common shares of Sears Canada. If approved by a majority of the minority shareholders, the move would effectively give Sears Holding and its affiliates 100% of the shares.
If the resolution is approved, each shareholder — other than the dissenting shareholders — will receive C$17.94 per share.
The announcement brought a swift and angry response from a group of shareholders that has opposed the takeover bid since was it was first announced almost a year ago.
In a written statement, Hawkeye Capital Management LLC, Knott Partners Management LLC and Pershing Square Capital Management LP said they will continue to oppose efforts “to squeeze out minority shares of Sears Canada.”
The minority pointed out that at C$17.94, the consolidation bid is a 20.3% discount from the announcement day closing price of C$22.50.
In August, Sears Holding suffered a setback at the Ontario Securities Commission, which ruled that certain blocks of minority shares must be excluded from the vote on the resolution. The Ontario Division Court upheld the ruling and the Ontario Court of Appeals has yet to agree to hear an appeal.
The minority group owns or controls 10.1 million shares of Sears Canada and needs 17.4 million shares to block the sale at the Nov. 14 meeting.