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Sears Holdings Corporation Announces Plan To Pursue A Partial Spin-Off Of Its Interest In Sears Canada Inc.

HOFFMAN ESTATES, Ill., May 17, 2012 /PRNewswire/ -- Sears Holdings Corporation ("Holdings," "we," "our" or the "Company") (NASDAQ: SHLD) today announced that its board of directors has approved plans to pursue a partial spin-off (the "spin-off") of its interest in Sears Canada Inc. ("Sears Canada" or "SCC") (TSX: SCC).  Holdings, which currently owns approximately 95% of the issued and outstanding common shares of Sears Canada, expects to distribute common shares of Sears Canada held by Holdings on a pro rata basis to holders of Holdings' common stock such that following the spin-off, Holdings will retain approximately 51% of the issued and outstanding common shares of Sears Canada.  Subsequent to the spin-off, Holdings may sell, hold or distribute to holders of Holdings' common stock any portion of its remaining interest in Sears Canada.

Holdings expects Sears Canada to file documents with the Securities and Exchange Commission (the "SEC") and the Canadian Securities Administrators (the "CSA") over the next few months with the expectation of completing the proposed spin-off during the 2012 calendar year.  Following the spin-off, Sears Canada will continue to be listed on the Toronto Stock Exchange.  The spin-off is subject to a number of conditions, including approval of securities filings by the board of directors of Sears Canada, review by the relevant securities regulators and final approval of the Holdings board of directors. 

Holdings believes that the spin-off will permit each of Sears Canada and Holdings to focus on their respective businesses and allocate resources to best optimize returns on assets employed.  Holdings also believes that the spin-off will provide investors with a more targeted investment opportunity by having equity in two separate public companies, allow investors to participate in a direct investment in Sears Canada, and provide stockholders with increased flexibility of choice in what assets and securities they hold.  In addition, Holdings believes that the spin-off will potentially enhance the liquidity of holders of Sears Canada's common shares.  We expect that the spin-off will be taxable as a dividend to Holdings' stockholders.  

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