NEWTON, Iowa, June 30 /PRNewswire-FirstCall/ -- Maytag Corporation
(NYSE: MYG) issued a press release on June 20, 2005, announcing that it had
received a preliminary non-binding proposal from Bain Capital Partners LLC,
Blackstone Capital Partners IV L.P. and Haier America Trading, L.L.C. to
acquire, subject to certain conditions, all outstanding shares of the Company
for $16 per share in cash.
(Logo: http://www.newscom.com/cgi-bin/prnh/20000505/MYGLOGO )
Triton Acquisition Holding Co. (an entity organized by an investor group
led by Ripplewood Holdings LLC) has subsequently advised the Company orally
that the Company's continued furnishing of information to and discussions with
Bain, Blackstone and Haier America after 12:01 a.m. on June 18, 2005, gives
Triton Acquisition Holding the right to terminate the Merger Agreement, dated
as of May 19, 2005, among Triton Acquisition Holding, Triton Acquisition Co.
and the Company under Section 8.01(d)(ii) of the Merger Agreement and receive
the $40 million termination fee described under Section 6.07(b) of the Merger
Agreement. Triton Acquisition Holding also advised the Company that Triton
Acquisition Holding believes that the process the Company is engaged in with
respect to the Bain, Blackstone and Haier America proposal is resulting in
disruption and uncertainty that is damaging to Triton Acquisition Holding and,
in Triton Acquisition Holding's view, is likely to be damaging to the Company.
Triton Acquisition Holding further advised the Company that Triton Acquisition
Holding believes that the Company can and should accelerate the process with a
view toward bringing the process and its damaging consequences to a rapid
conclusion, and that Triton Acquisition Holding will continue to monitor the
process while reserving all of its rights.
The Company believes that the Merger Agreement gives the Company the right
to furnish information to and engage in discussions with Bain, Blackstone and
Haier America, and that doing so does not give Triton Acquisition Holding a
termination right. The Company also believes that the effects on Triton
Acquisition Holding and the Company referred to by Triton Acquisition Holding
have not occurred. The Company intends to pursue its process with Bain,
Blackstone and Haier America as expeditiously as practicable consistent with
the fiduciary duties of its Board of Directors.
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).
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, with
respect to the transaction with a group led by Ripplewood Holdings LLC (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 Maytag's proposed transaction with a group led by
Ripplewood Holdings LLC, 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, Triton Acquisition Holding and Triton Acquisition and their respective
affiliates, executive officers and directors may be deemed, under SEC rules,
to be participants in the solicitation of proxies from Maytag's stockholders
with respect to the proposed transaction with a group led by Ripplewood
Holdings LLC. 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
klynn2@maytag.com and jdagge@maytag.com
SOURCE Maytag Corporation
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Related links:
http://www.maytagcorp.com
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CONTACT:
Karen Lynn, +1-641-787-8185,
klynn2@maytag.com, or John Daggett, +1-641-787-7711,
jdagge@maytag.com, both of Maytag Corporate Communications
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