Filed by: Whirlpool Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Maytag Corporation
Commission File No: 1-655
Contact: Whirlpool Corporation
Media: Tom Kline, 269/923-3738
thomas_e_kline@whirlpool.com
Financial: Larry Venturelli, 269/923-4678
Larry_m_venturelli@whirlpool.com
WHIRLPOOL CORPORATION AMENDS PROPOSAL TO ACQUIRE MAYTAG
BENTON HARBOR, Mich., July 22, 2005--Whirlpool Corporation (NYSE: WHR) today
announced that the company has increased the value of its proposal to acquire
Maytag to $18 per Maytag share from $17 per share.
"By delaying a prompt response and failing to recognize the clearly superior
value of our July 17 proposal, the Maytag Board of Directors has jeopardized
this important opportunity for consumers, trade customers and shareholders of
both Maytag and Whirlpool," said Jeff M. Fettig, Whirlpool's chairman, president
and CEO. "This amended proposal includes additional terms that we believe should
fully address any concerns of the Maytag Directors."
The amended proposal of $18 per Maytag share is a 29 percent premium to Maytag
shareholders compared to the Triton offer. The details of the amended proposal
are contained in a letter (attached to this release) that has been delivered to
the Maytag Board. The letter reinforces the Company's continuing strong belief
that the proposed transaction will receive antitrust clearance and has
overwhelming support from trade customers.
Fettig added: "This proposal is the best solution with clearly superior value
compared to the Triton offer. I expect the Maytag Board of Directors to do
what's best for Maytag shareholders and immediately and fully support this
proposal."
Whirlpool Corporation is the world's leading manufacturer and marketer of major
home appliances, with annual sales of over $13 billion, 68,000 employees, and
nearly 50 manufacturing and technology research centers around the globe. The
company markets Whirlpool, KitchenAid, Brastemp, Bauknecht, Consul and other
major brand names to consumers in more than 170 countries. Additional
information about the company can be found on the Internet at
www.whirlpoolcorp.com .
This news release contains forward-looking statements that speak only as of this
date. The company disclaims any obligation to update such information.
Forward-looking statements include, but are not limited to, statements regarding
expected earnings per share, cash flow, and material costs for the full year
2005, as well as the expected consequences of enacted price increases. Although
the company believes that the expectations reflected in the forward-looking
statements are reasonable, it can give no assurance that those expectations will
prove to have been correct. Many factors could cause actual results to differ
materially from the Company's forward-looking statements. Among these factors
are: (1) the cost of raw materials and components, especially steel and the
impact of rising oil prices; (2) the financial impact of the Company's announced
price increases will be dependent upon such factors as the strength of the
Company's brands in the market place, the strength of consumer demand for the
Company's products, and other factors outside of the Company's control such as
the general economic conditions prevailing at the time the new pricing goes into
effect; (3) rising worldwide transportation costs due to historically high and
volatile oil prices, capacity constraints, and other factors; (4) the ability to
gain or maintain market share in an intensely competitive global market; (5) the
success of the Company's global strategy to develop brand differentiation and
brand loyalty; (6) the Company's global operating platform initiatives; (7) the
success of the Latin American businesses operating in challenging and volatile
environments; (8) continuation of the Company's strong relationship with Sears
Holdings Corporation in North America, which accounted for approximately 17% of
consolidated net sales of $13 billion in 2004; (9) currency exchange rate
fluctuations; (10) social, economic and political volatility in developing
markets; (11) continuing uncertainty in the North American, Latin American,
Asian and European economies; (12) the effectiveness of the series of
restructuring actions the Company has announced and/or completed through 2004;
(13) U.S. interest rates; (14) new Asian competitors; (15) changes to the
obligations as presented in the contractual obligations table; (16) changes in
the funded position of the U.S. pension plans; (17) continued strength of the
U.S. builder industry; (18) the threat of terrorist activities or the impact of
war; (19) the Company's estimate of its annual effective tax rate of
approximately 31.7%; and (20) the success of the Company's proposal to acquire
Maytag Corporation and, if the acquisition is completed, the Company's ability
to realize expected benefits.
This material is not a substitute for the prospectus/proxy statement Whirlpool
and Maytag would file with the Securities and Exchange Commission if a
definitive agreement with Maytag is reached. Investors are urged to read any
such prospectus/proxy statement, when available, which would contain important
information. The prospectus/proxy statement would be, and other documents filed
by Whirlpool and Maytag with the Securities and Exchange Commission are,
available free of charge at the SEC's website (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.
Whirlpool is not currently engaged in a solicitation of proxies from the
stockholders of Maytag in connection with Whirlpool's proposed acquisition of
Maytag. If a proxy solicitation commences, Whirlpool, Maytag and their
respective directors, executive officers, and other employees may be deemed to
be participants in such solicitation. 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. Additional information
about the interests of potential participants will be included in the
prospectus/proxy statement Whirlpool and Maytag would file if a definitive
agreement with Maytag is reached.
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