Whirlpool, Maytag Certify Substantial Compliance With Second Request; Enter Into Timing Agreement with Antitrust Division
01 Dezembro 2005 - 11:24AM
PR Newswire (US)
BENTON HARBOR, Mich. and NEWTON, Iowa, Dec. 1
/PRNewswire-FirstCall/ -- Whirlpool Corporation (NYSE:WHR) and
Maytag Corporation (NYSE:MYG) today announced that both companies
have certified substantial compliance with the Antitrust Division
of the Department of Justice in response to the request for
additional information ("second request") regarding their proposed
merger. (Logo:
http://www.newscom.com/cgi-bin/prnh/20040202/DETU004LOGO
http://www.newscom.com/cgi-bin/prnh/20000505/MYGLOGO ) In order to
facilitate the Antitrust Division's review, Whirlpool and Maytag
have agreed not to close the proposed merger before February 27,
2006, without the Antitrust Division's concurrence, although the
Antitrust Division may request additional time for review.
Whirlpool and Maytag continue to expect the transaction to close as
early as the first quarter of 2006, following approval from Maytag
stockholders and regulatory clearance. As previously announced,
Maytag's special stockholder meeting to consider the merger is
scheduled for Dec. 22, 2005, at 10:30 a.m. CT in Newton, Iowa. The
Securities and Exchange Commission ("SEC") has declared effective
Whirlpool's registration statement on Form S-4 covering the share
portion of the consideration to be issued to Maytag's stockholders
upon completion of the proposed merger. Maytag has mailed to its
stockholders the definitive proxy statement/prospectus contained in
the registration statement for use at its special stockholders
meeting. About Whirlpool Corporation Whirlpool Corporation is a
global 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 at
http://www.whirlpoolcorp.com/ . About Maytag Corporation Maytag
Corporation is a $4.8 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). 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) the impact of general economic factors on demand
for Whirlpool's products, such as gross domestic product, consumer
interest rates, consumer confidence, retail trends, housing starts,
sale of existing homes, and the level of mortgage refinancing; (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) and timing of the
process; (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. Maytag Additional
Information: 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 may 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 Whirlpool (1) Maytag may be unable to obtain
shareholder approval required for the transaction; (2) conditions
to the closing of the transaction may not be satisfied or the
merger agreement may be terminated prior to closing; (3) Maytag may
be unable to obtain the regulatory approvals required to close 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; (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 Relating to the Proposed
Merger with Maytag Corporation and Where to Find It: Whirlpool has
filed and the Securities and Exchange Commission has declared
effective, a registration statement on Form S-4 (File no. 333-
128686), containing a definitive proxy statement/prospectus in
connection with the proposed merger with Maytag Corporation.
Investors are urged to read the Form S-4 and the definitive proxy
statement/prospectus and any other relevant documents filed or to
be filed by Whirlpool or Maytag 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 or
from Maytag's Website at http://www.maytagcorp.com/ . Neither this
communication nor the definitive proxy statement/prospectus
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 definitive
proxy statement/prospectus referred to above.
http://www.newscom.com/cgi-bin/prnh/20040202/DETU004LOGO
http://www.newscom.com/cgi-bin/prnh/20000505/MYGLOGO DATASOURCE:
Whirlpool Corporation; Maytag Corporation CONTACT: Whirlpool
Contacts: Media - Christopher Wyse, +1-269-923-3417, , Investors -
Larry Venturelli, +1-269-923-4678, , both of Whirlpool Corporation;
or Maytag Contacts: Media - Karen Lynn, +1-641-787-8185, , John
Daggett, +1-641-787-7711, , both of Maytag Corporation Web site:
http://www.whirlpoolcorp.com/ http://www.maytagcorp.com/
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