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Press Release

Sears Canada Announces Possible Partial "Spin-Off" by Sears Holdings

Canada NewsWire

TORONTO, May 17, 2012 /CNW/ - Sears Canada Inc. (TSX: SCC) ("Sears Canada" or the "Company") announced today that Sears Holdings Corporation ("Sears Holdings"), which holds approximately 95% of Sears Canada's common shares, has advised it that Sears Holdings' board of directors has approved plans to pursue a distribution (on a pro rata basis to its stockholders) of a portion of its holdings in Sears Canada such that, immediately following the spin-off, Sears Holdings would retain approximately 51% of the issued and outstanding shares of Sears Canada. Sears Holdings has indicated that subsequent to the spin-off, it may sell, hold or distribute to holders of Sears Holdings' common stock any portion of its remaining interest in Sears Canada.

Sears Canada expects that the proposed distribution by Sears Holdings would, if completed, be anticipated to increase the public float and potentially the liquidity of Sears Canada shares. In connection with the distribution, Sears Canada is expected to file documents with the United States Securities and Exchange Commission and the Canadian Securities Administrators.

"We are looking forward to working with Sears Holdings on its plan to pursue a partial spin-off of its shares in Sears Canada.  While we have benefited from a close relationship with Sears Holdings, we believe this distribution would provide an increased focus on our performance as an independent company and enhance the liquidity of holders of Sears Canada's common shares," said Calvin McDonald, President and Chief Executive Officer, Sears Canada Inc.

The transaction would be subject to, among other things, obtaining required regulatory approvals.  This press release does not constitute an offer of any securities for sale.

This release contains information which is forward-looking and is subject to important risks and uncertainties. These forward-looking statements include, but are not limited to, statements regarding the occurrence and form of any distribution of Sears Holdings' interest in Sears Canada. Whenever used, words such as "will," "expect," "anticipate" and other terms of similar meaning are intended to identify such forward-looking statements.  Factors which could cause actual results to differ materially from current expectations include, but are not limited to: general economic conditions; competitive conditions in the businesses in which Sears Canada participates; Sears Holdings' decision not to pursue the distribution or to change the structure or terms of any distribution, the ability to obtain required regulatory approvals to facilitate the distribution (assuming that it proceeds); and changes in laws, rules and regulations applicable to Sears Canada and Sears Holdings. There can be no assurance as to the timing of the distribution, whether it will ultimately be structured as a spin-off or whether it will be completed. While Sears Canada believes that its assumptions are reasonable, results or events predicted in this forward-looking information may differ materially from actual results or events. Sears Canada intends the forward-looking statements to speak only as of the time made and, except as required by law, do not undertake to update or revise them as more information becomes available.

Sears Canada is a multi-channel retailer with a network that includes 196 corporate stores, 278 hometown dealer stores, 29 home services showrooms, over 1,500 catalogue and online merchandise pick-up locations, 105 Sears Travel offices and a nationwide home maintenance, repair, and installation network. The Company also publishes Canada's most extensive general merchandise catalogue and offers shopping online at www.sears.ca