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Independent Sears directors won't go home empty-handed if deal closes

The results of U.S.-based Sears Holdings' offer to purchase the 46-per-cent minority interest in Sears Canada are expected tomorrow -- and the general feeling is that, given the lack of any other likely bidder, the $16.86-a-share bid will be taken up, for a total price of $835-million.

That, of course, is despite the actions of a special committee of independent directors of Sears Canada, who signalled en masse in February that they would not stand for re-election after they got an independent opinion that the bid was short by $2.14 to $5.39 a share. Sears Holdings pooh-poohed that, natch.

Those feisty independent directors had been criticized at one point by Sears Holdings for taking money instead of stock for sitting on the board -- the implication being that maybe they weren't totally thinking like shareholders, though no one was suggesting anything improper in this New Age of corporate governance.

So how do the independent directors line up on the issue of stockholdings?

William Anderson, chairman of the independent committee and president of BCE Ventures holds nothing but deferred share units -- 3,045 of them, which would be worth $51,338.70 under the offer. Ditto former Amex Canada president Morris Perlis: same DSUs, same amount.

The remaining independent directors -- financial consultant Mary Mogford, business school dean Carol Stephenson, retired stockbrokerage president James Moir and retired BCE executive C. Wesley Scott --all own between 2,000 and 4,500 common shares and options, plus varying amounts of DSUs (from 9,000 to 15,300.)

Mr. Scott and Mr. Moir have the most at stake, with roughly $286,000 worth under the offer.

Of course, how well they'll do depends on what their DSUs cost in the first place.

© The Globe and Mail

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