Maytag Responds to Revised Whirlpool Proposal
25 7월 2005 - 7:36AM
PR Newswire (US)
Maytag Responds to Revised Whirlpool Proposal NEWTON, Iowa, July 24
/PRNewswire-FirstCall/ -- Maytag Corporation (NYSE:MYG) announced
today that its Board of Directors has determined that Whirlpool
Corporation's revised proposal, announced on July 22, may
reasonably be expected to lead to a transaction that is financially
superior to Maytag's pending transaction with the Ripplewood-led
Triton Acquisition group and that is reasonably capable of being
completed. Under Maytag's existing merger agreement with Triton
Acquisition, this determination is a prerequisite for Maytag to
furnish information to, and have discussions and negotiations with,
Whirlpool. (Logo:
http://www.newscom.com/cgi-bin/prnh/20000505/MYGLOGO ) Maytag
stated that, in reaching its determination, the Board took into
account Whirlpool's representation as to a complete lack of
opposition to the transaction from the top 20 trade customers and
buying groups, including the top four retailers and top three
buying groups that represent 90% of retail appliance sales. Maytag
said that it expects that the terms of a definitive agreement, if
any, with Whirlpool will take into account the risks to Maytag of
non-consummation, Whirlpool's assertion that the antitrust
clearance process can be completed by the end of 2005, and
Whirlpool's overwhelming confidence that there is no antitrust
problem in a Maytag/Whirlpool combination. For example, Whirlpool
has publicly stated that the transaction poses "no risk to
competition," that it is "not motivated by, nor could it produce,
anticompetitive effects," and that "there is no plausible concern
that competition would diminish in any product category." Maytag
also reported that following the making by Whirlpool of its earlier
proposal, Triton Acquisition informed Maytag that, in Triton
Acquisition's view, the transaction proposed by Whirlpool did not
satisfy the prerequisites for Maytag's Board making the
determination required under the merger agreement in order to
furnish information to, and have discussions with, Whirlpool,
including that such transaction "is reasonably capable of being
completed, taking into account all financial, regulatory, legal and
other aspects." Triton Acquisition has also advised Maytag, as
Triton Acquisition did, and as was previously reported by Maytag,
concerning discussions and due diligence between Maytag and Haier,
that discussions, negotiations and/or due diligence by Maytag with
Whirlpool will, in Triton Acquisition's view, give Triton
Acquisition the right to terminate the existing merger agreement.
Maytag believes that its actions are in accord with the merger
agreement and do not give Triton Acquisition any termination
rights. Maytag also said that its Board of Directors has not
changed its recommendation of the existing Maytag/Triton
Acquisition transaction. Notwithstanding the determination that the
Whirlpool proposal may reasonably be expected to lead to a
financially superior transaction that is reasonably capable of
being completed, Maytag noted that the Whirlpool proposal is, among
other things, uncertain as to the timing of completion, the form of
consideration and the valuation of any stock consideration,
Whirlpool's due diligence process, and the mechanisms referred to
by Whirlpool to address regulatory and other closing risks. Maytag
noted that before it would be willing to share competitively
sensitive information it would require greater certainty with
respect to these and other issues. In contrast, the Triton
Acquisition transaction is expected to close within a month and,
subject to shareholder approval and completion of financing, has
already satisfied the major conditions to closing. Maytag
Corporation is a $4.7 billion home and commercial appliance company
focused in North America and in targeted international markets. The
corporation's primary brands are Maytag(R), Hoover(R), Jenn-Air(R),
Amana(R), Dixie-Narco(R) and Jade(R). Forward-Looking Statements
This document includes statements that do not directly or
exclusively relate to historical facts. Such statements are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements include
statements regarding benefits of the proposed transactions,
expected cost savings and anticipated future financial operating
performance and results, including estimates of growth. These
statements are based on the current expectations of management of
Maytag. There are a number of risks and uncertainties that could
cause actual results to differ materially from the forward-looking
statements included in this document. For example, with respect to
the transaction with a group led by Ripplewood Holdings L.L.C. (1)
Maytag may be unable to obtain shareholder approval required for
the transaction; (2) Maytag may be unable to obtain regulatory
approvals required for the transaction, or required regulatory
approvals may delay the transaction or result in the imposition of
conditions that could have a material adverse effect on Maytag or
cause the parties to abandon the transaction; (3) conditions to the
closing of the transaction may not be satisfied or the merger
agreement may be terminated prior to closing; (4) Maytag may be
unable to achieve cost-cutting goals or it may take longer than
expected to achieve those goals; (5) the transaction may involve
unexpected costs or unexpected liabilities; (6) the credit ratings
of Maytag or its subsidiaries may be different from what the
parties expect; (7) the businesses of Maytag may suffer as a result
of uncertainty surrounding the transaction; (8) the industry may be
subject to future regulatory or legislative actions that could
adversely affect Maytag; and (9) Maytag may be adversely affected
by other economic, business, and/or competitive factors. Additional
factors that may affect the future results of Maytag are set forth
in its filings with the Securities and Exchange Commission ("SEC"),
which are available at http://www.maytagcorp.com/ . Maytag
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Additional Information and Where to
Find It In connection with the proposed transaction with an
investor group led by private equity firm Ripplewood Holdings
L.L.C., Maytag has filed a definitive proxy statement and may file
other relevant documents concerning the proposed merger with SEC.
WE URGE INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT AND THE
OTHER RELEVANT DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MAYTAG AND
THE PROPOSED TRANSACTION. Investors can obtain free copies of the
definitive proxy statement as well as other filed documents
containing information about Maytag at http://www.sec.gov/ , SEC's
Web site. Free copies of Maytag's SEC filings are also available on
Maytag's Web site at http://www.maytagcorp.com/ . Participants in
the Solicitation Maytag and its executive officers and directors
and Ripplewood Holdings L.L.C., Triton Acquisition Holding and
Triton Acquisition and their respective affiliates, executive
officers and directors may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Maytag's
stockholders with respect to the proposed transaction. Information
regarding the officers and directors of Maytag is included in its
definitive proxy statement for its 2005 annual meeting filed with
SEC on April 4, 2005. More detailed information regarding the
identity of potential participants, and their direct or indirect
interests, by securities, holdings or otherwise, is set forth in
the proxy statement and other materials filed or to be filed with
SEC in connection with the proposed transaction. Media Contact:
Karen Lynn and John Daggett Maytag Corporate Communications (641)
787-8185 or (641) 787-7711 and
http://www.newscom.com/cgi-bin/prnh/20000505/MYGLOGO
http://photoarchive.ap.org/ DATASOURCE: Maytag Corporation CONTACT:
Karen Lynn, +1-641-787-8185, , or John Daggett, +1-641-787-7711, ,
both of Maytag Corporate Communications Web site:
http://www.maytagcorp.com/
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