Proceedings

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IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED

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IN THE MATTER OF

SEARS CANADA INC.,
SEARS HOLDINGS CORPORATION,
AND SHLD ACQUISITION CORP.

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IN THE MATTER OF
HAWKEYE CAPITAL MANAGEMENT, LLC,
KNOTT PARTNERS MANAGEMENT LLC, AND
PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

ORDER

Motion Hearing - June 26, 2006
     
Panel    
Susan Wolburgh Jenah - Vice-Chair (Chair of the Panel)
     
Counsel    
For Staff - Kelly McKinnon
     
For Sears Holdings Corporation - Mark Gelowitz
  - Allan Coleman
     
For Desjardins Securities Inc. and - Peter Lukasiewicz
Ronald Mayers    

ORDER

WHEREAS these proceedings concern an offer (the Offer) by SHLD Acquisition Corp. (SHLD), a wholly-owned subsidiary of Sears Holdings Corporation (Sears Holdings), to acquire all of the outstanding common shares of Sears Canada Inc. (Sears Canada);

On June 5, 2006, Pershing Square Capital Management L.P. (Pershing), Hawkeye Capital Management, LLC (Hawkeye) and Knott Partners Management LLC (Knott Partners) (collectively, the Pershing Group) applied for relief against SHLD and Sears Holdings under sections 104 and 127 of the Securities Act, R.S.O. 1990, c. S.5 (the Act);

On June 5, 2006, SHLD and Sears Holdings applied for relief under sections 104 and 127 of the Act in respect of the conduct of the Pershing Group in connection with the Offer;

AND WHEREAS this motion, made by counsel for the applicants, SHLD Acquisition Corp. (“SHLD”) and Sears Holdings Corporation (“Sears Holdings”) (collectively, the “Applicants”) for a pre-hearing order for production by Desjardins Securities (“Desjardins”) and Mr. Ronald Mayers (“Mayers”) in this hearing was heard on June 26, 2006 at 20 Queen Street West, Toronto, Ontario;

AND WHEREAS at the motion hearing, Desjardins and Mayers agreed to disclose and produce certain documents and information sought by SHLD and Sears Holdings as set out in paragraph a) below;

AND ON READING the written submissions of the Applicants and Desjardins and Mayers, and on hearing the submissions of counsel for SHLD and Sears Holdings and counsel for Desjardins and Mayers;

IT WAS ORDERED AT THE CONCLUSION OF THE JUNE 26 MOTION HEARING REFFERED TO ABOVE THAT:

Confidentiality of Productions

All Parties shall maintain as confidential any document received from the Commission that originated from Desjardins or Mayers and all such documents shall not be used for any purpose other than these proceedings.

Definition of “Documents”

The term “document” includes all of the following forms of documentation, both internal and external, including final versions of documents as well as drafts, agreements, correspondence, emails, voicemails, notes, memoranda, calendars, message slips, phone call logs, reports, calculations, charts and worksheets.

Production Order: Desjardins Securities

Desjardins and Mayers shall deliver to the Commission the following documents:

(a) all documents since the announcement on December 5, 2005 of SHLD’s offer to acquire all of the outstanding shares of Sears Canada Inc. (“ Sears Canada ”) (the “ Offer”) between Mayers, Keith Howlett and Eliott Soifer and any of the Parties to this Proceeding in relation to Sears Canada and/or in connection with the Offer.

The foregoing documents shall be delivered to the Commission as soon as practicable, and in any event, no later than 5:00 p.m. EDT on June 28, 2006 unless otherwise ordered.

DATED at Toronto this 6th day of July, 2006

”Susan Wolburgh Jenah”
Susan Wolburgh Jenah