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Whirlpool & Maytag signs Definitive Merger Agreement
23 Aug '05
4 min read
Michigan based home appliances maker Whirlpool Corporation and leading appliance company Maytag Corporation 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.
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.
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