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Whirlpool Proposes to Acquire Maytag
Jul 18, 2005
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Whirlpool Corporation announced that it has made a proposal to acquire Maytag Corporation for U.S. $17 per Maytag share, representing a 21-percent premium over the price offered by Triton Acquisition Holding in their current agreement with Maytag.

The transaction is valued at $2.3 billion in cash and stock, based on Whirlpool assuming $969 of Maytag debt. Whirlpool's proposal is subject to the satisfactory completion of due diligence and negotiation of a mutually acceptable definitive merger agreement.

"This transaction will provide Maytag shareholders with superior value compared to the current offer," said Jeff M. Fettig, Whirlpool's chairman, president and CEO. "Equally important, the combination fits Whirlpool's strategy and capabilities, will create strong value for our shareholders and provide direct benefits to consumers and trade customers."

According to a statement from Maytag, the company said its board of directors would consider the proposal and that it has not changed its recommendation of the existing transaction.

"As you know, we operate in a highly competitive marketplace where trade customers and consumers have a large and growing choice of brands, products, and suppliers, including a growing number of foreign appliance companies," Mr. Fettig said in the proposal letter to Maytag.

"Together we can achieve substantial efficiencies that will deliver cost savings, increased innovation and better asset utilization," Mr. Fettig continued. "With these efficiencies, and Whirlpool's track record of -- and commitment to -- investing in innovation, quality, and customer service, our combined company will be well positioned to offer great value to consumers and to trade customers. And as part of Whirlpool, we can ensure that Maytag remains a trusted brand for years to come."

According to Whirlpool, its proposal represents a "Company Takeover Proposal" and the company is prepared to execute a confidentiality agreement prior to the August 19, 2005 deadline Maytag set for its shareholders meeting.

"We and our advisors also are ready to immediately negotiate a definitive merger agreement with you. We anticipate that our agreement will be based substantially on your existing merger agreement with Triton," Mr. Fettig said in the letter.

On May 19, Maytag agreed to be acquired by Triton, organized by investment company Ripplewood Holdings LLC, for $14 a share, in a deal valued at about $1.13 billion.

However, on June 20, Maytag said it was considering a preliminary $1.28 billion bid from Bain Capital, Blackstone Group, and China-based appliance maker Haier America, which valued Maytag at $16 per share.

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