Will Ed Lampert finally lose a bid to get his hands on some cheap real estate? Taking over Kmart was a breeze in 2003 when the retailer's assets were being significantly undervalued in bankruptcy proceedings. His only snag in acquiring Sears two years later came when Vornado Realty ( VNO) disclosed a stake in the company, jacking up its price tag by more than 23% in one day, just two weeks before Lampert announced his acquisition plans. Now, as the deadline arrives for shareholders to accept Lampert's tender offer for Sears Canada, analysts say he likely will face rejection. The National Post reported Thursday, citing industry sources, that two familiar culprits are part of the campaign being waged against Lampert's bid: Vornado and hedge fund Pershing Square Capital. With annual revenue of $6.6 billion, Sears Canada amounts to relatively small potatoes for its U.S. parent, Sears Holdings ( SHLD), which just reported sales over eight times that amount for 2005. The parent already owns around 53% of its Canadian counterpart, but in a surprise move orchestrated by Lampert, its new chairman, Sears Holdings recently offered C$16.86 a share to shareholders of Sears Canada in a bid to own the entire retailer. Initially, investors expected Lampert to sell off Sears' assets after the renowned hedge fund manager swallowed up the floundering retailer using richly valued Kmart shares as currency. Shares of Kmart and Sears had both soared in 2004, largely on speculation that the two companies were sitting on a mountain of undervalued real estate assets. Real estate deals have yet to materialize at Sears Holdings, but the presence of Vornado and Pershing at Sears Canada, coupled with their reported disapproval of Lampert's offer for the company, suggests that Sears Canada may have a treasure trove of real estate of its own.
Vornado, a prolific real estate investment trust run by Steven Roth and Michael Fascitelli, has a long history of carving real estate wealth out of broken retail businesses, and it makes no secret of its strategy. In its 2004 annual report, Roth portrays himself as retail's version of another legendary speculator. "Some of you may remember an oilman named T. Boone Pickens, who in the 1970s discovered that one could mine for oil cheaper on the New York Stock Exchange than in the oil fields," Roth wrote. "We learned that lesson too, with respect to mining for retail square footage in the stock market, where irreplaceable retail real estate can be obscured by a failing retailer. Extracting these values is indeed a core competency of ours, and one that has created vast wealth for our shareholders." In a recent regulatory filing, Vornado reported owning 7.5 million shares of Sears Canada, suggesting its mining activities have moved north of the border. One Canada-based analyst covering Sears Canada who requested anonymity told TheStreet.com that a variety of sources have informed him that Vornado is opposing Lampert's tender offer. Wendi Kopsick, a spokeswoman for Vornado, declined to comment. The analyst, along with another analyst who declined to be named, also said he's heard that Pershing holds a stake in Sears Canada and that the firm doesn't support the deal. Pershing, run by William Ackman, didn't return repeated phone calls from TheStreet.com. Ackman showed his sweet tooth for real estate plays in retail late last year when he publicly pressured McDonald's ( MCD) to spin off its real estate holdings into a separate trust. He speculated that shares of the fast food giant could trade anywhere from $10 to $15 higher if the market realized the value of its real estate (Vornado also holds a stake in McDonald's).
If that kind of value is waiting to be unlocked at Sears Canada, then Lampert's tender offer could be a raw deal for its shareholders, who have to make a decision by the end of the day Friday on whether to sell. The company's independent directors advised shareholders against accepting the deal, citing a report from the company's financial adviser, Genuity Capital Markets. It valued the Canadian unit at C$19 to C$22.25 a share. The shares closed Thursday up 3.5%, at C$17.94. Sears Holdings declined to comment for this story. The company said in a statement Wednesday that the C$835 million offer still stands. The retailer said it "believes that 100% ownership of Sears Canada would allow Sears Canada to be able to compete with the other Canadian retailers and the Canadian operations of major U.S. retailers." Natcan Investment Management, whose 9% stake in the retailer makes it Sears Canada's largest independent shareholder, has tendered its 9.7 million shares to the offer. Also, Sears Holdings said five of Sears Canada's eight executives have said they plan to tender all of their shares or sell into the market before the bid expires, or some combination of both moves. The other three executives, including CEO Brent Hollister, have already sold a "significant portion" of their stock, according to Sears Holdings. But in what many view as a sign of protest, all six of the independent Sears Canada directors who recommended against the deal announced that they won't seek re-election to the company's board at its annual meeting on April 27, even if shareholders follow their advice and reject Lampert's offer. Meanwhile, Lampert impressed Wall Street with his abilities as a retail operator Wednesday as Sears Holdings announced
better-than-expected results for its holiday quarter. Its shares have soared more than 18% since the report.
Lampert has launched a marketing campaign designed to impress analysts with the merits of his offer. George Hartman, an analyst with Dundee Securities in Toronto, said he received a call from Sears and found its argument convincing. "I'm surprised there is opposition," Hartman says. "I think Natcan's position makes a lot of sense." But Thursday's run-up in Sears Canada's shares suggests that investors are betting the bid will fail. Hartman says that if Lampert fails to win over enough shareholders to take the company private, he may take what he can get and be satisfied. Or, he could make another tender offer at C$19 a share and see if that does the trick. For speculators like Vornado and Pershing, even C$19 may lack luster if they're mining for gold.