Justice Department Requests Additional Information On Whirlpool-Maytag Merger
October 07 2005 - 9:30AM
PR Newswire (US)
BENTON HARBOR, Mich. and NEWTON, Iowa, Oct. 7
/PRNewswire-FirstCall/ -- Whirlpool Corporation (NYSE:WHR) and
Maytag Corporation (NYSE:MYG) today announced that the Antitrust
Division of the Department of Justice has issued a request for
additional information and documentary material regarding their
proposed merger. Such a "second" request is typical in transactions
of this nature. (Logo:
http://www.newscom.com/cgi-bin/prnh/20040202/DETU004LOGO
http://www.newscom.com/cgi-bin/prnh/20000505/MYGLOGO ) Whirlpool
and Maytag are working closely with the Department of Justice and
plan to cooperate fully with its investigation and to respond
promptly to its request. Both parties continue to expect the
transaction to close as early as the first quarter of 2006,
following approval from Maytag shareholders and regulatory
clearance. About Whirlpool Corporation 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 at
http://www.whirlpoolcorp.com/ . About Maytag Corporation 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). Whirlpool Additional
information: This news release contains forward-looking statements
that speak only as of this date. Whirlpool 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 Whirlpool 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
Whirlpool's forward-looking statements. Among these factors are:
(1) the cost of materials and components, especially steel and the
impact of rising oil prices; (2) the financial impact of
Whirlpool's announced price changes will be dependent upon such
factors as market conditions, the strength of consumer demand for
Whirlpool's products, and other factors outside of Whirlpool'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 strength of new and established Asian and European
competitors in the United States and abroad; (6) the success of
Whirlpool's global business strategy; (7) Whirlpool's global
operating platform initiatives; (8) the success of the Latin
American businesses operating in challenging and volatile
environments; (9) continuation of Whirlpool's strong relationship
with Sears Holdings Corporation in North America, which accounted
for approximately 17% of consolidated net sales of $13 billion in
2004; (10) currency exchange rate fluctuations; (11) social,
economic and political volatility in developing markets; (12)
continuing uncertainty in the North American, Latin American, Asian
and European economies; (13) the effectiveness of the series of
restructuring actions Whirlpool has announced and/or completed
through 2004; (14) U.S. interest rates; (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) Whirlpool's
estimate of its annual effective tax rate of approximately 31.7%;
(20) the outcome of Whirlpool's current 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; and (21) the ability of Whirlpool and Maytag to satisfy
the conditions to consummation of the merger agreement between
them, including Maytag shareholder approval and regulatory
clearances, the timing of such satisfaction and in the event the
merger is completed, Whirlpool's ability to realize expected
benefits and the timing of such realization. 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 speak only
as of this date and include statements regarding expectations as to
the closing of the transaction with Whirlpool. 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 and Where to Find It Whirlpool and Maytag have filed a
preliminary prospectus/proxy statement with the SEC in connection
with the proposed transaction. Investors are urged to read the
preliminary prospectus/proxy statement, which contains important
information. The preliminary prospectus/proxy statement is, 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 issue Whirlpool
common stock in any jurisdiction outside the United States where
such offer or issuance would be prohibited -- such an offer or
issuance 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 potential participants is included in the preliminary
prospectus/proxy statement Whirlpool and Maytag filed with the SEC.
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;
Maytag Contacts: Media: Karen Lynn, +1-641-787-8185, , or John
Daggett, +1-641-787-7711, , both of Maytag Corporation Web site:
http://www.whirlpoolcorp.com/ http://www.maytagcorp.com/
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