Filed by: Whirlpool Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Maytag Corporation
Commission File No: 1-655
WHIRLPOOL UPDATE [WHIRLPOOL CORP. LOGO]
NOVEMBER 2005
Whirlpool Corporation's proposed acquisition of Maytag is an exciting
opportunity that will improve our ability to compete in a highly competitive
market and create significant value for consumers, trade customers and our
shareholders. This transaction will translate into better products, quality and
service, as well as other efficiencies that will allow us to offer a more
competitive, wider range of products to a much broader consumer base.
But what happened during the Maytag bidding process? To better help you
understand the events that occurred, following is a summary of the timeline
provided to Maytag shareholders in the S-4/Registration Statement, as well as an
update on one event after the filing. A full copy of the S-4 can be found online
at www.whirlpoolcorp.com, in the investor relations section, under SEC filings.
Background of the Merger
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o On Dec. 2, 2004, after a series of discussions that began in March 2004,
Ripplewood Holdings LLC submitted a written preliminary proposal to acquire
Maytag for $23.50 in cash.
o On Feb. 22, 2005, Ripplewood submitted a written proposal to acquire Maytag
for $17.25 per share in cash. The decrease in the per share price reportedly
was caused by numerous considerations, including the deterioration in
Maytag's financial performance.
o On May 5, 2005, Ripplewood submitted a written proposal to acquire Maytag
for $14 per share in cash. The decrease in the per share price reportedly
was caused by numerous considerations, including that Maytag had experienced
significant deterioration in its core business fundamentals, which was
reflected in Maytag's stock price.
o On May 19, 2005, Maytag and Ripplewood signed a merger agreement, which
included a provision that allowed Maytag to solicit additional interest in a
transaction involving Maytag for 30 days following the signing of the
agreement.
o From May 19 through June 17, 2005, Maytag reportedly contacted 36 parties to
determine whether any such parties had an interest in a transaction
involving Maytag. Several parties conducted limited due diligence on Maytag.
o On June 17, 2005, Maytag received a preliminary non-binding proposal from
Bain Capital Partners, Blackstone Capital Partners and Haier America to
acquire all outstanding shares of Maytag for $16 per share in cash.
o On July 13, 2005, Maytag issued a press release announcing it has scheduled
a special meeting of stockholders to consider and vote upon the Triton
Acquisitions Holding (Ripplewood) agreement for Aug. 19, 2005.
o On July 17, 2005, Maytag received an unsolicited proposal from Whirlpool to
acquire all outstanding shares of Maytag for $17 per share, of which at
least 50% would be paid in cash and the balance in shares of Whirlpool
common stock. Maytag issued a press release disclosing the Whirlpool
proposal the following morning.
o On July 19, 2005, Maytag received a letter from Bain, Blackstone and Haier
America stating that they had determined not to further purse the
acquisition of Maytag.
o On July 21, 2005, Maytag notified Whirlpool that it was unable to determine
at that time that the Whirlpool proposal could reasonably be expected to
lead to a financially superior transaction that was reasonably capable of
being completed.
o On July 22, 2005, Maytag received a revised proposal from Whirlpool to
acquire all outstanding shares of Maytag which, among other things,
increased by $1 to $18 the total value of the consideration to be paid per
Maytag share.
o On July 24, 2005, Maytag determined that the revised Whirlpool proposal
could reasonably be expected to lead to a transaction that was financially
superior to Maytag's pending transaction with Triton and was reasonably
capable of being completed.
o On July 27, 2005, Maytag permitted Whirlpool to commence limited due
diligence.
o On Aug. 8, 2005, Whirlpool submitted a binding irrevocable offer to acquire
Maytag for $20 per share of Maytag common stock (50% cash and 50% Whirlpool
common stock), subject to customary conditions including receipt of
regulatory approvals.
o On Aug. 9, 2005, the special committee of Maytag's board of directors held a
meeting during which they discussed the importance of current trading prices
as an indication of the value of the Triton and Whirlpool offer prices.
Discounted values of the Triton price ranged from $12.73 to $14, while
discounted values for the Whirlpool offer ranged from $11.93 to $17.84.
Maytag's proxy solicitor also told the committee that even if Triton were to
raise its offer by $2 or $3 per share, it would be very difficult to obtain
stockholder approval of the Triton agreement. Whirlpool advised Maytag that
it would not raise its offer at that time, but would react if Triton were to
raise its offer. Triton then expressed its belief that it could obtain
shareholder approval if Maytag were to postpone the Maytag shareholder
meeting on Aug. 19, 2005 and verbally offered to amend its agreement to
$15.50 in cash.
o On Aug. 10, 2005, Whirlpool increased it binding irrevocable offer to
acquire Maytag to $21 per share (50% in cash and 50% in Whirlpool common
stock), subject to customary conditions including receipt of regulatory
approvals.
o On Aug. 22, 2005, after the waiting period required before Maytag could
terminate the Triton agreement, Maytag's board unanimously decided that
Whirlpool's Aug. 10 offer was more favorable from a financial point of view
than the merger with Triton. Maytag and Whirlpool then announced the
companies had signed a definitive merger agreement.
o On Sept. 29, 2005, Whirlpool filed a registration statement on Form S-4 with
the Securities and Exchange Commission with respect to the Whirlpool common
stock to be issued as part of the consideration for the proposed merger with
Maytag Corporation.
o On Oct. 7, 2005, Whirlpool announced that the Antitrust Division of the
Department of Justice had issued a request for additional information
regarding the proposed merger. Such a request is typical in transactions of
this nature. Whirlpool and Maytag are working closely with the Department of
Justice and cooperating fully with its investigation and is responding
promptly to its requests.
o Whirlpool and Maytag expect the transaction to close as early as the first
quarter of 2006, following approval from Maytag shareholders and regulatory
clearance.
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Whirlpool Additional information:
This document contains forward-looking statements that speak only as of this
date. Whirlpool disclaims any obligation to update these statements.
Forward-looking statements in this document include, but are not limited to,
statements regarding expected earnings per share, cash flow, and material and
oil-related costs for the full year 2005, as well as expectations as to the
closing of the proposed merger with Maytag Corporation. Many risks and
uncertainties could cause actual results to differ materially from Whirlpool's
forward-looking statements. Among these factors are: (1) intense competition in
the home appliance industry reflecting the impact of both new and established
global, including Asian and European, manufacturers and the strength of trade
customers; (2) Whirlpool's ability to continue its strong relationship with
Sears Holding Corporation in North America (accounting for approximately 17% of
Whirlpool's 2004 consolidated net sales of $13 billion) and other significant
trade customers, and the ability of these trade customers to maintain or
increase market share; (3) demand for Whirlpool's products, including the
strength of the U.S. building industry and the level of interest rates; (4) the
ability of Whirlpool to achieve its business plans, including productivity
improvements, cost control, leveraging of its global operating platform and
acceleration of the rate of innovation; (5) fluctuations in the cost of key
materials (including steel, oil, plastic resins, copper and zinc) and components
and the ability of Whirlpool to offset cost increases; (6) the ability of
suppliers of critical parts, components and manufacturing equipment to deliver
sufficient quantities to Whirlpool in a timely and cost-effective manner; (7)
changes in market conditions, health care cost trends and pending regulation
that could increase future funding obligations for pension and post-retirement
benefit plans; (8) the cost of compliance with environmental and health and
safety regulation, including new regulations in Europe regarding appliance
disposal; (9) potential exposure to product liability claims, including the
outcome of Whirlpool's previously-announced investigation of a supplier-related
quality and potential product safety problem that may affect up to 3.5 million
appliances manufactured between 2000 and 2002; (10) the impact of labor
relations; (11) Whirlpool's ability to obtain and protect intellectual property
rights; (12) the ability of Whirlpool to manage foreign currency and its
effective tax rate; (13) global, political and/or economic uncertainty and
disruptions, especially in Whirlpool's significant geographic markets, including
uncertainty and disruptions arising from natural disasters, including possible
effects of recent U.S. hurricanes, or terrorist activities; and (14) risks
associated with operations outside the U.S. Other such factors relate to
Whirlpool's pending merger with Maytag Corporation, including (1) the ability of
Whirlpool and Maytag to satisfy the conditions to closing (including Maytag
shareholder approval and regulatory approval); (2) the effect on Maytag's
business of the pending transaction; and (3) in the event the merger is
completed, Whirlpool's ability to integrate the business of Maytag on a timely
basis and realize the full anticipated benefits of the merger within the current
estimate of costs.
Additional Information Relating to the Proposed Merger with Maytag Corporation
and Where to Find It
Whirlpool has filed with the Securities and Exchange Commission a registration
statement on Form S-4 (File no. 333-128686), containing a preliminary
prospectus/proxy statement in connection with the proposed merger with Maytag
Corporation. Investors are urged to read the Form S-4 preliminary
prospectus/proxy statement and any other relevant documents filed or to be filed
by Whirlpool or Maytag, including the definitive prospectus/proxy statement when
available, because they contain or will contain important information. The Form
S-4 and other documents filed by Whirlpool and Maytag with the SEC are available
free of charge at the SEC's website (http://www.sec.gov) or from Whirlpool by
directing a request to Whirlpool Corporation, 2000 North M-63, Mail Drop 2800,
Benton Harbor, MI 49022-2692, Attention: Larry Venturelli, Vice President,
Investor Relations. Neither this communication nor the preliminary
prospectus/proxy statement constitutes an offer to sell, or the solicitation of
an offer to buy, Whirlpool common stock in any jurisdiction outside the United
States where such offer or issuance would be prohibited; any such offer or sale
will only be made in accordance with the applicable laws of such jurisdiction.
Whirlpool, Maytag and their respective directors, executive officers, and other
employees may be deemed to be participating in the solicitation of proxies from
Maytag stockholders in connection with the approval of the proposed transaction.
Information about Whirlpool's directors and executive officers is available in
Whirlpool's proxy statement, dated March 18, 2005, for its 2005 annual meeting
of stockholders. Information about Maytag's directors and executive officers is
available in Maytag's proxy statement, dated April 4, 2005, for its 2005 annual
meeting of stockholders. Additional information about the interests of such
participants is included in the Form S-4 and preliminary prospectus/proxy
statement referred to above.
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