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Triton Offer For Maytag Lapses, Leaving Whirlpool
Aug 22, 2005
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The Wall Street Journal is reporting that Ripplewood does not intend to sweeten its offer to acquire Maytag Corporation, which would leave Whirlpool Corporation as the likely buyer.

Ripplewood LLC, leading investment group Triton Acquisition Holding, began the bidding for Maytag in May. Chinese appliance maker Haier came in with its own offer. Whirlpool joined with a bid of its own and raised the value of its offer three times, causing Haier to bow out.

Maytag's board eventually switched its backing to the Whirlpool deal. The agreement between Trion and Maytag gave Triton five business days to respond with another bid of its own, after which Maytag could terminate their original agreement.

The Maytag Buyout Timeline So Far

May 19, 2005: Maytag Corporation, the Newton, Iowa, U.S.-based appliance maker, said it entered into a definitive agreement to be acquired by Triton Acquisition Holding in a deal valued at U.S. $14-per-share. Triton is an investor group of companies, led by Ripplewood. Triton's full roster includes: Ripplewood Holdings LLC, RHJ International, GS Capital Partners, and J. Rothschild Group of Companies.

June 20, 2005: Haier makes its bid. Maytag gets a preliminary buyout offer, valued at $16 per share, from Bain Capital Partners LLC, Blackstone Capital Partners IV L.P. and Haier America Trading, L.L.C.

June 27, 2005: Haier Group raises its bidding price for Maytag to U.S. $2.25 billion from the previous $1.28 billion, promising to take up a $975 million of Maytag debt.

June 30, 2005: Triton balks at increasing the value of its Maytag bid, informing Maytag that, by engaging in talks with Haier, it is giving Triton the right to terminate its merger offer. Maytag maintains that talks with other potential bidders are allowed under its agreement with the Ripplewood-led group.

July 18, 2005: Enter Whirlpool. Whirlpool Corporation joins the contest with a bid worth $17 per share. Whirlpool, based in Benton Harbor, Michigan, U.S. and one of the world's two largest appliance companies, says its bid represents a 21-percent premium over the price offered by Triton

July 20, 2005: Haier bows out, telling Maytag it will no longer pursue the transaction to acquire Maytag shares.

July 21, 2005: Maytag's board meets and finds it can't determine if the Whirlpool offer could really lead to a financially superior transaction.

July 25, 2005: Whirlpool Chairman, President and CEO Jeff M. Fettig chastises Maytag's board for not acting on the Whirlpool offer. "By delaying a prompt response and failing to recognize the clearly superior value of our July 17 proposal, the Maytag board of directors has jeopardized this important opportunity for consumers, trade customers, and shareholders of both Maytag and Whirlpool. To sweeten the deal, Whirlpool ups its offer to $18 per Maytag share, which Whirlpool says is a 29-percent premium to Maytag shareholders compared to the Triton offer.

August 8, 2005: Whirlpool makes a formal, binding offer, which raises the bid to $20 per Maytag share. Whirlpool says the total value of the offer represents a 43-percent premium over the price offered by Triton. The transaction is valued at $2.6 billion in cash and stock, based on assumed debt of $977 million. Whirlpool will pay Maytag's $40 million termination fee to Triton and commits to paying a "reverse break-up fee" of $120 million if the transaction does not close because regulatory approval is not obtained. In addition, Whirlpool will provide up to $15 million for the retention of Maytag employees.

August 10, 2005: Whirlpool revises its formal bid. The latest revised bidding offer increases the value to $21 per Maytag share.

August 12, 2005: Maytag's board of directors withdraws its recommendation of the pending merger deal with Triton Acquisition in light of the Whirlpool offer, which Maytag calls "superior." The Triton/Maytag agreement gives Triton five business days to respond with a better offer.

August 18, 2005: Maytag pushes back the date of its upcoming shareholders meeting from August 30 to Sept. 9, needing time to file and distribute proxy information.

August 22, 2005: Triton's five days are up. No revised Triton bid has been announced. Without one, Maytag can officially terminate its agreement with Triton and pursue the transaction with Whirlpool.

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