Whirlpool Corporation and Maytag Corporation today signed a definitive merger agreement in which Whirlpool will acquire all outstanding shares of Maytag in a cash and stock merger valued at $21 per share.
One half of the per share consideration will be paid in cash and the balance in a fraction of a share of Whirlpool common stock as described below.
The Board of Directors of Maytag has approved the merger agreement with Whirlpool and intends to recommend to Maytag's shareholders that they adopt the agreement. Prior to signing the Whirlpool merger agreement, Maytag paid a $40 million termination fee to Triton Acquisition Holding and, thereafter, terminated the agreement with Triton. In accordance with Whirlpool's August 10, 2005, offer, as extended on August 12, 2005, Whirlpool has reimbursed the $40 million to Maytag today. In addition, Maytag said that the special meeting of stockholders scheduled for Friday, September 9, 2005, has been cancelled as a result of the termination of the Triton merger agreement. The aggregate transaction value, including assumption of approximately $977 million of debt, is approximately $2.7 billion. The transaction is subject to customary conditions, including, among other things, regulatory approvals and Maytag shareholder approval. The transaction will be taxable to Maytag shareholders. Maytag shareholders will receive, for each share held, $10.50 in cash and between 0.1144 and 0.1398 of a share of Whirlpool stock. The amount of Whirlpool stock to be issued in exchange for each Maytag share will depend upon the volume-weighted average trading price of Whirlpool's stock during a 20 trading-day period ending shortly before the merger. Maytag shareholders will receive 0.1144 of a share of Whirlpool stock if the average Whirlpool stock price is $91.79 or greater and 0.1398 if it is $75.10 or less; between the two prices, the exchange ratio will vary proportionately.
Howard Clark, Maytag board member since 1986 and lead director, said, "After careful consideration in conjunction with our financial and legal advisors and an independent committee of Maytag's board consisting of all non- management directors, we re-evaluated the transaction with Triton and concluded that the Whirlpool agreement is superior and is in the best interest of our shareholders."
Jeff Fettig, Whirlpool chairman, president and CEO, said, "The combination of Whirlpool and Maytag will create very substantial benefits for consumers, trade customers and our shareholders. This transaction will enable us to achieve significant efficiencies and better asset utilization. It will also allow us to offer a wider range of products to a much broader consumer base." "Overall, this transaction will translate into better products, quality and service, as well as efficiencies, which will enhance our ability to succeed in the increasingly competitive global home-appliance industry," added Fettig. "We remain highly confident that we will receive regulatory clearance for this transaction in a timely manner."
Ralph Hake, Maytag chairman and CEO, said, "This combination brings together two leading organizations with strong traditions in quality and customer satisfaction. Together, Whirlpool and Maytag will bring substantial benefits to consumers around the world, as well as to shareholders and customers."
Whirlpool has sufficient resources to finance the acquisition and has received strong support from the banking sector. The company currently has a $1.2 billion, five-year committed credit facility, scheduled to mature in 2009. There have been no borrowings under this agreement. The acquisition and upcoming debt maturities of the combined company are expected to be financed through current bank agreements and with new committed bank facilities. In addition to reimbursing the $40 million termination fee paid by Maytag to Triton, Whirlpool has agreed to pay up to $15 million to assist Maytag in retaining key employees.
Whirlpool also has agreed to pay Maytag a "reverse break-up fee" of $120 million under certain circumstances in the unlikely event of failure to obtain regulatory clearance. Maytag's shareholders are expected to vote on the transaction before the end of the year. Whirlpool expects the transaction to close as early as the first quarter of 2006, following approval from Maytag shareholders and regulatory clearance.