Appliance maker Whirlpool Corporation announced that it has submitted a binding offer to acquire Maytag Corporation for U.S. $20 per Maytag share. This is a $2 per share increase from Whirlpool's late-July offer of $18 per share, and $3 per share more than its original bid of $17 per share.
The total value of the offer represents a 43-percent premium over the price offered by Triton Acquisition Holding in their current agreement with Maytag at $14 per share. This transaction is valued at $2.6 billion in cash and stock (based on assumed debt of $977 million).
Whirlpool's offer is subject to customary conditions including receipt of regulatory approval and expires at 5 p.m. on Aug. 20, 2005, the day after the current date for a meeting of Maytag's shareholders to vote on the Triton proposal.
In addition to paying Maytag's $40 million termination fee to Triton, Whirlpool's offer includes a commitment to pay a "reverse break-up fee" of $120 million if the transaction does not close because regulatory approval is not obtained. In addition, Whirlpool has agreed to provide up to $15 million for the retention of Maytag employees.
Jeff M. Fettig, Whirlpool's chairman, president and CEO said, "Our binding offer reflects both the value we see in the combination of Whirlpool and Maytag and the confidence we have in the ultimate receipt of regulatory approval for the transaction."
"We believe we have addressed in every manner the concerns we understood the Maytag Board to have had with a potential combination with Whirlpool," Mr. Fettig said in the proposal letter. "Most importantly, we are providing a tremendous economic package of benefits to Maytag and its shareholders, and one that we believe would be strongly welcomed and supported by your shareholders."
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