NEWTON, Iowa, May 19 /PRNewswire-FirstCall/ -- Maytag Corporation
(NYSE: MYG), a leading producer of home and commercial appliances, announced
today that it has entered into a definitive agreement by which an investor
group led by private equity firm Ripplewood Holdings LLC will acquire all
outstanding shares of Maytag in a cash merger for $14 per share.
(Logo: http://www.newscom.com/cgi-bin/prnh/20000505/MYGLOGO )
The board of directors of Maytag has approved the merger agreement and
intends to recommend to Maytag's shareholders that they adopt the agreement.
The aggregate transaction value, including assumption of approximately
$975 million of debt, is approximately $2.1 billion. The transaction is
expected to close prior to year end, and is subject to Maytag shareholder
approval, as well as other closing conditions, including the receipt of
financing and regulatory approval.
In addition to Ripplewood, other members of the investor group are RHJ
International (EURONEXT: RHJI), GS Capital Partners and the J. Rothschild
Group of Companies.
Lester Crown, Maytag board member since 1989, said, "After careful
consideration in conjunction with our independent advisors and an independent
committee of Maytag's board consisting of all non-management directors, we
have concluded that this transaction is in the best interest of our
shareholders.
"This transaction will also provide Maytag with greater flexibility as a
private company to accomplish long-term goals set out for the Company."
Ralph Hake, Maytag CEO, said, "Ripplewood has an excellent track record of
building value at its portfolio companies by providing strong financial and
strategic support. Ripplewood is active in the global markets and brings
extensive operating expertise in Asia and Europe, as well as North America, to
Maytag."
Ripplewood CEO and founder Timothy C. Collins said, "Maytag is a legendary
company, with a portfolio of world-class brands and a long history of
producing high-quality, innovative products. We see an opportunity to leverage
these strengths and build Maytag into a global leader as the fragmented home
and commercial appliances industry consolidates. Our objectives for Maytag are
to continue to take action to become a global low-cost producer and to
accelerate growth by introducing innovative new products, expanding its
presence in international markets and pursuing selective acquisitions. We
very much look forward to working with Ralph Hake and his management team,
employees, customers and retail partners to restore the luster that this well-
known consumer and home appliance company enjoyed for so many decades."
Lazard served as financial advisor and Wachtell, Lipton, Rosen & Katz
served as legal advisor to Maytag. Citigroup and Goldman Sachs acted as lead
M&A advisors to Ripplewood. In addition, JP Morgan and Deutsche Bank acted as
M&A advisors to Ripplewood. Cravath, Swaine & Moore LLP served as legal
advisor to Ripplewood. Citigroup, JP Morgan and Deutsche Bank have provided
commitments for the debt portion of the financing for the transaction, which
are subject to customary conditions.
About Maytag Corporation
Maytag Corporation is a $4.8 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).
About Ripplewood Holdings LLC
Ripplewood Holdings is a leading private equity firm established by
Timothy C. Collins in 1995. To date, Ripplewood has invested in transactions
with aggregate enterprise value in excess of $12 billion.
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, (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; (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, a proxy statement of Maytag
and other materials will be filed with SEC. WE URGE INVESTORS TO READ THE
PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MAYTAG AND THE PROPOSED
TRANSACTION. Investors will be able to obtain free copies of the proxy
statement (when available) 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
LLC 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, will be set forth in the proxy statement and other materials 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
Media Contact: Jeffrey Taufield or Michael Freitag
For: Ripplewood Holdings LLC
Kekst and Company
(212) 521-4800
SOURCE Maytag Corporation
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Related links:
http://www.maytagcorp.com
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PRN Photo Desk, photodesk@prnewswire.com
CONTACT:
Media, Karen Lynn and John Daggett, both of
Maytag Corporate Communications, +1-641-787-8185 or
+1-641-787-7711; or Jeffrey Taufield or Michael Freitag, both of
Kekst and Company for Ripplewood Holdings LLC, +1-212-521-4800
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