NEWTON, Iowa, July 24 /PRNewswire-FirstCall/ -- Maytag Corporation
(NYSE: MYG) announced today that its Board of Directors has determined that
Whirlpool Corporation's revised proposal, announced on July 22, may reasonably
be expected to lead to a transaction that is financially superior to Maytag's
pending transaction with the Ripplewood-led Triton Acquisition group and that
is reasonably capable of being completed. Under Maytag's existing merger
agreement with Triton Acquisition, this determination is a prerequisite for
Maytag to furnish information to, and have discussions and negotiations with,
Whirlpool.
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Maytag stated that, in reaching its determination, the Board took into
account Whirlpool's representation as to a complete lack of opposition to the
transaction from the top 20 trade customers and buying groups, including the
top four retailers and top three buying groups that represent 90% of retail
appliance sales.
Maytag said that it expects that the terms of a definitive agreement, if
any, with Whirlpool will take into account the risks to Maytag of
non-consummation, Whirlpool's assertion that the antitrust clearance process
can be completed by the end of 2005, and Whirlpool's overwhelming confidence
that there is no antitrust problem in a Maytag/Whirlpool combination. For
example, Whirlpool has publicly stated that the transaction poses "no risk to
competition," that it is "not motivated by, nor could it produce,
anticompetitive effects," and that "there is no plausible concern that
competition would diminish in any product category."
Maytag also reported that following the making by Whirlpool of its earlier
proposal, Triton Acquisition informed Maytag that, in Triton Acquisition's
view, the transaction proposed by Whirlpool did not satisfy the prerequisites
for Maytag's Board making the determination required under the merger
agreement in order to furnish information to, and have discussions with,
Whirlpool, including that such transaction "is reasonably capable of being
completed, taking into account all financial, regulatory, legal and other
aspects." Triton Acquisition has also advised Maytag, as Triton Acquisition
did, and as was previously reported by Maytag, concerning discussions and due
diligence between Maytag and Haier, that discussions, negotiations and/or due
diligence by Maytag with Whirlpool will, in Triton Acquisition's view, give
Triton Acquisition the right to terminate the existing merger agreement.
Maytag believes that its actions are in accord with the merger agreement and
do not give Triton Acquisition any termination rights.
Maytag also said that its Board of Directors has not changed its
recommendation of the existing Maytag/Triton Acquisition transaction.
Notwithstanding the determination that the Whirlpool proposal may reasonably
be expected to lead to a financially superior transaction that is reasonably
capable of being completed, Maytag noted that the Whirlpool proposal is, among
other things, uncertain as to the timing of completion, the form of
consideration and the valuation of any stock consideration, Whirlpool's due
diligence process, and the mechanisms referred to by Whirlpool to address
regulatory and other closing risks. Maytag noted that before it would be
willing to share competitively sensitive information it would require greater
certainty with respect to these and other issues. In contrast, the Triton
Acquisition transaction is expected to close within a month and, subject to
shareholder approval and completion of financing, has already satisfied the
major conditions to closing.
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 L.L.C. (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 or the merger agreement may be terminated prior to closing; (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 with an investor group led by
private equity firm Ripplewood Holdings L.L.C., Maytag has filed a definitive
proxy statement and may file other relevant documents concerning the proposed
merger with SEC. WE URGE INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT AND
THE OTHER RELEVANT DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT MAYTAG AND THE PROPOSED TRANSACTION.
Investors can obtain free copies of the definitive proxy statement 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
L.L.C., 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. 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, is set forth in
the proxy statement and other materials filed or 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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