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Sears Holdings Corporation Board Of Directors Provides Final Approval Of Partial Spin-Off Of Its Interest In Sears Canada Inc.

HOFFMAN ESTATES, Ill., Oct. 22, 2012 /PRNewswire/ -- Sears Holdings Corporation (NASDAQ: SHLD) ("Sears Holdings") today announced that its board of directors approved the previously announced spin-off of a portion of its interest in Sears Canada Inc. (TSX: SCC) ("Sears Canada"). Sears Holdings, which currently owns approximately 95.5% of the issued and outstanding common shares of Sears Canada, will distribute approximately 44.5% of the total issued and outstanding common shares of Sears Canada on a pro rata basis to holders of Sears Holdings common stock such that Sears Holdings will retain an ownership interest of approximately 51% in Sears Canada. The distribution will be made on November 13, 2012 to Sears Holdings' stockholders of record as of the close of business on November 1, 2012, the record date for the partial spin-off.  Every share of Sears Holdings common stock held as of the close of business on the record date will entitle the holder to a distribution of 0.4283 Sears Canada common shares.  Fractional Sears Canada common shares will not be distributed.  Instead, the distribution agent will aggregate fractional shares into whole shares, sell such whole shares in the open market at prevailing market prices and distribute the aggregate net cash from proceeds from the sales pro rata to holders who otherwise would have been entitled to receive fractional shares in the distribution. Holders of Sears Holdings restricted stock that is unvested as of the record date will receive cash awards subject to vesting requirements in lieu of Sears Canada common shares. The distribution will be taxable to Sears Holdings' stockholders for Canadian and U.S. federal income tax purposes.

Following the distribution, Sears Holdings will continue to be listed on the NASDAQ Global Select Market under the symbol "SHLD," and Sears Canada will continue to be listed on the Toronto Stock Exchange (the "TSX") under the symbol "SCC". We expect that until two trading days prior to the record date, Sears Holdings common stock will trade on NASDAQ with an entitlement to Sears Canada common shares on the distribution date. Subsequent to such date, we expect that shares of Sears Holdings common stock will trade on NASDAQ "ex-distribution," without an entitlement to Sears Canada common shares. We further expect that from a date determined by the TSX through the distribution date, entitlements to the common shares being distributed in the partial spin-off will trade on a "when-issued" market on the TSX.

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