With the merger approved, the task now is to revive image, sales.
HOFFMAN ESTATES, Ill. — Kmart completed its $12.3 billion acquisition of Sears, Roebuck and Co. yesterday, creating the nation’s third-biggest retailer with a projected $55 billion in annual sales.
Now comes the hard part: turning around two faded retail icons whose sales have been declining for years.
Shareholders signed off on the deal in separate meetings at Sears’ suburban Chicago headquarters, which now becomes the base for a company named Sears Holdings.
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It trails only Wal-Mart and Home Depot among U.S. retailers.
The votes capped off the stunning proposal unveiled four months earlier by Kmart Chairman Edward Lampert, the billionaire hedge-fund manager who was the largest individual shareholder in each company.
Lampert, who helped Kmart turn a $1.1 billion profit last year with the aid of real-estate transactions, denied he has a big sell-off in mind for Sears assets and said the new company “goes beyond being an investment.”
“It’s an opportunity to transform two companies that once were great — to transform them into a great company relative to the 21st century,” he said after the meetings.
“I think there’s a presumption that you’re going to see a lot of store closings. That’s a wrong presumption,” Lampert said. “Our program is to keep as many stores open as we can.”
Contending he has been unfairly labeled as a sell-off specialist, he also denied the company has put the Lands’ End casual-clothing chain on the market, as an industry publication reported earlier this month.
“Lands’ End isn’t for sale,” the 42-year-old Lampert said. “It’s a great American brand, and I think it’s a brand that we could run very, very well.”
The merger also brings together some other powerful brands that have succeeded while their companies’ retail results have sagged, among them Craftsman tools and Kenmore appliances from Sears; and , Martha Stewart, Jaclyn Smith and Joe Boxer from Kmart.
Employees are concerned about widespread job cuts when the new company moves to close stores and convert hundreds of Kmart stores this year to the new Sears Essential convenience-oriented format.
But officials said most of the work force of 400,000 will keep their jobs as the company focuses on improving retail.
The deal closed shortly after the back-to-back shareholder meetings — one tame, the other rancorous.
Sixty-nine percent of Kmart shareholders voted to approve the deal in results announced at a sparsely attended session lasting 5 minutes.
About two hours later, CEO Alan Lacy disclosed that Sears shareholders also had voted 69 percent in favor of the deal. But he had to endure shouting and insults by retired and former Sears employees upset about the 119-year-old retailer’s acquisition by Kmart.
“This is a sad and dark day for Sears, Roebuck,” Doug Liggett, formerly a Sears auto-center manager, said at the meeting. “It is unbelievable that Kmart, two years out of bankruptcy, would be strong enough to purchase Sears, a company in business for over a century.”
Some also voiced criticism that Lacy will pocket about $27 million from the merger.
“Sears Holdings intends to be a great company and a great retailer,” said Lacy, responding to their angry complaints.
Lampert and Lacy, who will be CEO and vice chairman under Lampert at Sears Holdings, say the merger should save $500 million during the next three years.
Retail consultant Howard Davidowitz expects Lampert to take the same approach at Sears to generate cash that he did at Kmart: sell assets, cut costs, reduce inventory and raise prices.
“For the short term, it’s very exciting. But for the long term, watch out,” he said of the strategy, forecasting a “bleak outlook” for Sears unless the move away from malls is successful.
Independent retail analyst Richard Hastings thinks that by maintaining Sears’ strength in appliances and adding Kmart’s Martha Stewart tag, the new company can prosper.
“It may get smaller, but … it’s going to be more profitable, more stable, with a better strategy,” Hastings said.
In a stock plunge Lacy attributed to “technical reasons” because of the previously agreed price of $50 a share, Sears shares fell $6.76, or nearly 12 percent, to close at $50.04. Kmart shares rose $7.69, or 6.2 percent, to $132.52.
Yesterday marked the last day of trading for Sears’ stock. The merged company starts trading on the Nasdaq Stock Market on Monday.