Filed by: Whirlpool Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Maytag Corporation
Commission File No: 1-655
CONTACT:
MEDIA INVESTORS
Christopher Wyse, 269/923-3417 Larry Venturelli, 269/923-4678
Christopher.Wyse@whirlpool.com Larry.Venturelli@whirlpool.com
WHIRLPOOL ANNOUNCES PROGRESS TOWARD MAYTAG ACQUISITION
Benton Harbor, Mich. -- Friday, August 12, 2005 -- Whirlpool Corporation (NYSE:
WHR) today issued the following statement in response to Maytag Corporation's
(NYSE: MYG) announcement that it has deemed Whirlpool's offer to acquire Maytag
for $21 per share in cash and stock a "superior company proposal" and has
withdrawn its recommendation of Maytag's existing agreement with Triton
Acquisition Holding Company.
"We welcome the determination by the Maytag board of directors that ours is a
superior proposal and look forward to the signing of a definitive agreement with
Maytag," said Jeff M. Fettig, Whirlpool's chairman, president and CEO. "We have
amended our offer to provide that it will remain open until 12 noon (Eastern
time) on August 23, 2005, in light of the various actions and time requirements
Maytag must observe prior to terminating its agreement with Triton."
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
http://www.whirlpoolcorp.com .
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 raw materials and components, especially steel and the impact of
rising oil prices; (2) the financial impact of Whirlpool's announced price
increases will be dependent upon such factors as the strength of Whirlpool's
brands in the market place, 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 success
of Whirlpool's global strategy to develop brand differentiation and brand
loyalty; (6) Whirlpool's global operating platform initiatives; (7) the success
of the Latin American businesses operating in challenging and volatile
environments; (8) 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; (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 Whirlpool 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) Whirlpool's estimate of its annual effective tax rate of approximately
31.7%; and (20) the success of Whirlpool's offer to acquire Maytag Corporation
and, if the acquisition is completed, Whirlpool'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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