EXHIBIT 23
FOR IMMEDIATE RELEASE
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March 3, 1997
Media Contacts
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Xxx Xxxxxxxxx Xxxx X. Xxxxxxx Xxxx Xxxxx
Xxxxx, Xxxxxxx and Co. Senior Vice President, Finance Xxxxx, Xxxxxx & Xxxxxxxx
(000) 000-0000 and Chief Financial Officer (000) 000-0000
MaxServ, Inc.
(000) 000-0000
SEARS XXXXXXX AND CO. AND SPECIAL COMMITTEE OF MAXSERV, INC.
REACH MERGER AGREEMENT
CHICAGO, Illinois - Sears, Xxxxxxx and Co. [NYSE: S] and MaxServ, Inc.
[Nasdaq SmallCap Market/SM/: MXSV] today announced the execution of a definitive
merger agreement in which Sears agreed to increase the price of its offer,
through its wholly-owned subsidiary, for any and all outstanding shares of
MaxServ from $7.00 to $7.75. Sears pending tender offer will be amended to
reflect the cash price of $7.75 per share. The expiration date of the offer
will also be extended until Friday, March 14, 1997. Sears intends to
disseminate today to MaxServ shareholders a supplement to its prior Offer to
Purchase, dated February 4, 1997.
At a meeting held yesterday, the Special Committee of the Board of
Directors of MaxServ unanimously recommended approval of the merger agreement
and determined that the $7.75 per share offer is fair to and in the best
interests of the stockholders of MaxServ. The Special Committee has recommended
that MaxServ shareholders tender their shares in the offer. Xxxxxxxxx X.
Xxxxxx, Chairman of the Special Committee, said "Sears increased offer
represents a significant premium over the historic market value of the shares."
The members of the Special Committee have agreed to tender all of the shares
over which they have dispositive power, including 1,014,800 shares owned by two
investment funds.
Xxxx X. Xxxxxxxx, President of Sears Home Services, said "Sears is pleased
to have reached an agreement with MaxServ. It has been Sears desire from the
outset to negotiate a friendly transaction with the Special Committee."
Xx. Xxxxxxxx and Xx. Xxxxxx each stated that they "wished to thank the
officers and almost 3,000 employees of MaxServ, who the Special Committee and
Sears know are the true value of MaxServ and are the principal reason that the
Company has achieved the value represented by this transaction."
Sears and the Special Committee also credited the efforts of counsel to the
parties and in the shareholder litigation arising out of the offer in helping to
effectuate an agreement between the parties.
Sears, Xxxxxxx and Co. is a leading U.S. retailer of apparel, home and
automotive products, and home services, with annual revenues of more than $38
billion. Sears has been a customer of MaxServ since 1983 and accounts for more
than 90 percent of MaxServ's revenues. MaxServ provides information services for
Sears customers and for the repair and servicing of appliances and electronics
by Sears Home Services technicians.
The Dealer Manager for the offer is Xxxxxxx Xxxxx & Co. The Information
Agent is X.X. Xxxx & Co. (0-000-000-0000).
