January Investments Limited, fronted by Philip Green and backed by the secretive Barclay brothers, points to Sears's failure to sell the Freemans mail-order business, the breakup of British Shoe Corporation at a cost of pounds 240m, and the failure to realise sufficient value from the Selfridges demerger. It says the once-proud department store has been reduced to a "property play".
The document says Sears management is in disarray with no chief executive, while Sir Bob Reid, group chairman, is distracted by six other jobs.
Calling on Sears shareholders to "accept the cash", it asks: "Do you have any confidence in the current management team - which has a track record of spending shareholders' money on reorganisations and aborted disposals without any demonstrable benefits for shareholders?"
January Investments, chaired by Aidan Barclay, is offering 340p cash per share, valuing the group at pounds 519m.
JIL is thought to be lining up possible buyers for Freemans, including Otto Versand of Germany and possibly N Brown, the Manchester mail-order group. N Brown is mulling a pounds 150m offer.
The document draws attention to the level of the offer, which is at a 35 per cent premium to the closing price in mid-December when the offer period relating to Mr Green's original approach began.
It says the certainty of cash should prove more attractive than the "jam tomorrow" protestations of the Sears board.
In conclusion Aidan Barclay says: "After years of presiding over the incredible shrinking company, the management... is now advising you to reject the certainty of a full cash offer in the current climate of retail uncertainty."
It adds that Phillips & Drew, which has already irrevocably agreed to commit its 22.3 per cent stake, "has already made its choice".
Sears shares closed yesterday 1p lower at 347.5p.