Whirlpool Corporation and Maytag Corporation Sign Definitive Merger Agreement
23 8월 2005 - 2:32AM
PR Newswire (US)
BENTON HARBOR, Mich. and NEWTON, Iowa, Aug. 22
/PRNewswire-FirstCall/ -- Whirlpool Corporation (NYSE:WHR) and
Maytag Corporation (NYSE:MYG) today signed a definitive merger
agreement in which Whirlpool will acquire all outstanding shares of
Maytag in a cash and stock merger valued at $21 per share. One half
of the per share consideration will be paid in cash and the balance
in a fraction of a share of Whirlpool common stock as described
below. (Logo:
http://www.newscom.com/cgi-bin/prnh/20040202/DETU004LOGO
http://www.newscom.com/cgi-bin/prnh/20000505/MYGLOGO ) The Board of
Directors of Maytag has approved the merger agreement with
Whirlpool and intends to recommend to Maytag's shareholders that
they adopt the agreement. Prior to signing the Whirlpool merger
agreement, Maytag paid a $40 million termination fee to Triton
Acquisition Holding and, thereafter, terminated the agreement with
Triton. In accordance with Whirlpool's August 10, 2005, offer, as
extended on August 12, 2005, Whirlpool has reimbursed the $40
million to Maytag today. In addition, Maytag said that the special
meeting of stockholders scheduled for Friday, September 9, 2005,
has been cancelled as a result of the termination of the Triton
merger agreement. The aggregate transaction value, including
assumption of approximately $977 million of debt, is approximately
$2.7 billion. The transaction is subject to customary conditions,
including, among other things, regulatory approvals and Maytag
shareholder approval. The transaction will be taxable to Maytag
shareholders. Maytag shareholders will receive, for each share
held, $10.50 in cash and between 0.1144 and 0.1398 of a share of
Whirlpool stock. The amount of Whirlpool stock to be issued in
exchange for each Maytag share will depend upon the volume-weighted
average trading price of Whirlpool's stock during a 20 trading-day
period ending shortly before the merger. Maytag shareholders will
receive 0.1144 of a share of Whirlpool stock if the average
Whirlpool stock price is $91.79 or greater and 0.1398 if it is
$75.10 or less; between the two prices, the exchange ratio will
vary proportionately. Howard Clark, Maytag board member since 1986
and lead director, said, "After careful consideration in
conjunction with our financial and legal advisors and an
independent committee of Maytag's board consisting of all non-
management directors, we re-evaluated the transaction with Triton
and concluded that the Whirlpool agreement is superior and is in
the best interest of our shareholders." Jeff Fettig, Whirlpool
chairman, president and CEO, said, "The combination of Whirlpool
and Maytag will create very substantial benefits for consumers,
trade customers and our shareholders. This transaction will enable
us to achieve significant efficiencies and better asset
utilization. It will also allow us to offer a wider range of
products to a much broader consumer base." "Overall, this
transaction will translate into better products, quality and
service, as well as efficiencies, which will enhance our ability to
succeed in the increasingly competitive global home-appliance
industry," added Fettig. "We remain highly confident that we will
receive regulatory clearance for this transaction in a timely
manner." Ralph Hake, Maytag chairman and CEO, said, "This
combination brings together two leading organizations with strong
traditions in quality and customer satisfaction. Together,
Whirlpool and Maytag will bring substantial benefits to consumers
around the world, as well as to shareholders and customers."
Whirlpool has sufficient resources to finance the acquisition and
has received strong support from the banking sector. The company
currently has a $1.2 billion, five-year committed credit facility,
scheduled to mature in 2009. There have been no borrowings under
this agreement. The acquisition and upcoming debt maturities of the
combined company are expected to be financed through current bank
agreements and with new committed bank facilities. In addition to
reimbursing the $40 million termination fee paid by Maytag to
Triton, Whirlpool has agreed to pay up to $15 million to assist
Maytag in retaining key employees. Whirlpool also has agreed to pay
Maytag a "reverse break-up fee" of $120 million under certain
circumstances in the unlikely event of failure to obtain regulatory
clearance. Maytag's shareholders are expected to vote on the
transaction before the end of the year. Whirlpool expects the
transaction to close as early as the first quarter of 2006,
following approval from Maytag shareholders and regulatory
clearance. Lazard serves as financial advisor; Wachtell, Lipton,
Rosen & Katz serves as legal advisor; and Cleary Gottlieb Steen
& Hamilton serves as special legal counsel to Maytag. Greenhill
& Company, Weil Gotshal & Manges LLP, Howrey LLP, and The
Boston Consulting Group serve as advisors to Whirlpool. About
Whirlpool Corporation Whirlpool Corporation is the world's leading
manufacturer and marketer of major home appliances, with annual
sales of over $13 billion, 68,000 employees, and nearly 50
manufacturing and technology research centers around the globe. The
company markets Whirlpool, KitchenAid, Brastemp, Bauknecht, Consul
and other major brand names to consumers in more than 170
countries. Additional information about the company can be found at
http://www.whirlpoolcorp.com/ . About Maytag Corporation 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). Whirlpool Additional
information: This news release contains forward-looking statements
that speak only as of this date. Whirlpool disclaims any obligation
to update such information. Forward-looking statements include, but
are not limited to, statements regarding expected earnings per
share, cash flow, and material costs for the full year 2005, as
well as the expected consequences of enacted price increases.
Although Whirlpool believes that the expectations reflected in the
forward-looking statements are reasonable, it can give no assurance
that those expectations will prove to have been correct. Many
factors could cause actual results to differ materially from
Whirlpool's forward-looking statements. Among these factors are:
(1) the cost of raw materials and components, especially steel and
the impact of rising oil prices; (2) the financial impact of
Whirlpool's announced price changes will be dependent upon such
factors as market conditions, the strength of consumer demand for
Whirlpool's products, and other factors outside of Whirlpool's
control such as the general economic conditions prevailing at the
time the new pricing goes into effect; (3) rising worldwide
transportation costs due to historically high and volatile oil
prices, capacity constraints, and other factors; (4) the ability to
gain or maintain market share in an intensely competitive global
market; (5) the strength of new and established Asian competitors
in the United States and abroad; (6) the success of Whirlpool's
global business strategy; (7) Whirlpool's global operating platform
initiatives; (8) the success of the Latin American businesses
operating in challenging and volatile environments; (9)
continuation of Whirlpool's strong relationship with Sears Holdings
Corporation in North America, which accounted for approximately 17%
of consolidated net sales of $13 billion in 2004; (10) currency
exchange rate fluctuations; (11) social, economic and political
volatility in developing markets; (12) continuing uncertainty in
the North American, Latin American, Asian and European economies;
(13) the effectiveness of the series of restructuring actions
Whirlpool has announced and/or completed through 2004; (14) U.S.
interest rates; (15) changes to the obligations as presented in the
contractual obligations table; (16) changes in the funded position
of the U.S. pension plans; (17) continued strength of the U.S.
builder industry; (18) the threat of terrorist activities or the
impact of war; (19) Whirlpool's estimate of its annual effective
tax rate of approximately 31.7%; and (20) the ability of Whirlpool
and Maytag to satisfy the conditions to consummation of the merger
agreement between them, including Maytag shareholder approval and
regulatory clearances, the timing of such satisfaction and in the
event the merger is completed, Whirlpool's ability to realize
expected benefits and the timing of such realization. Maytag
Additional Information: 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 Whirlpool (1) Maytag may be unable to obtain
shareholder approval required for the transaction; (2) conditions
to the closing of the transaction may not be satisfied or the
merger agreement may be terminated prior to closing; (3) Maytag may
be unable to obtain the regulatory approvals required to close 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; (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 Relating to the Merger and
Where to Find It Whirlpool and Maytag will file a prospectus/proxy
statement with the SEC in connection with the proposed transaction.
Investors are urged to read any such prospectus/proxy statement,
when available, which will contain important information. The
prospectus/proxy statement will be, and other documents filed by
Whirlpool and Maytag with the SEC are, available free of charge at
the SEC's website (http://www.sec.gov/ ) or from Whirlpool by
directing a request to Whirlpool Corporation, 2000 North M-63, Mail
Drop 2800, Benton Harbor, MI 49022-2692, Attention: Larry
Venturelli, Vice President, Investor Relations, or from Maytag
Corporation's Web site at http://www.maytagcorp.com/ . Neither this
communication nor the prospectus/proxy statement, when available,
will constitute an offer to issue Whirlpool common stock in any
jurisdiction outside the United States where such offer or issuance
would be prohibited -- such an offer or issuance will only be made
in accordance with the applicable laws of such jurisdiction.
Whirlpool, Maytag and their respective directors, executive
officers, and other employees may be deemed to be participating in
the solicitation of proxies from Maytag stockholders in connection
with the approval of the proposed transaction. Information about
Whirlpool's directors and executive officers is available in
Whirlpool's proxy statement, dated March 18, 2005, for its 2005
annual meeting of stockholders. Information about Maytag's
directors and executive officers is available in Maytag's proxy
statement, dated April 4, 2005, for its 2005 annual meeting of
stockholders. Additional information about the interests of
potential participants will be included in the prospectus/proxy
statement Whirlpool and Maytag will file with the SEC.
http://www.newscom.com/cgi-bin/prnh/20040202/DETU004LOGO
http://www.newscom.com/cgi-bin/prnh/20000505/MYGLOGO DATASOURCE:
Whirlpool Corporation; Maytag Corporation CONTACT: Whirlpool
Contacts: Media: Christopher Wyse, +1-269-923-3417, , Investors:
Larry Venturelli, +1-269-923-4678, , both of Whirlpool Corporation;
or Maytag Contacts: Media: Karen Lynn, +1-641-787-8185, , or John
Daggett, +1-641-787-7711, , both of Maytag Corporation Web site:
http://www.whirlpoolcorp.com/ http://www.maytagcorp.com/
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Maytag (NYSE:MYG)
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