Whirlpool and Maytag Agree to Provide Department of Justice a Limited Extension of Time to Complete the Review of Proposed Merge
14 Februar 2006 - 12:05AM
PR Newswire (US)
BENTON HARBOR, Mich. and NEWTON, Iowa, Feb. 13
/PRNewswire-FirstCall/ -- Whirlpool Corporation (NYSE:WHR) and
Maytag Corporation (NYSE:MYG) today announced they have agreed with
the Antitrust Division of the U.S. Department of Justice to a
limited extension of time to complete the review of the proposed
acquisition of Maytag by Whirlpool. The companies have agreed not
to close the transaction before March 30, 2006, without the
Division's concurrence. (Logo:
http://www.newscom.com/cgi-bin/prnh/20040202/DETU004LOGO ) On
December 1, 2005, the companies announced they had certified
substantial compliance with the Division in response to its request
for additional information ("second request") and agreed not to
close the merger before February 27, 2006, without the Division's
concurrence, recognizing that the Division could request additional
time for review. "We appreciate the work of the Department of
Justice staff to date and will continue to work with them
cooperatively as they complete their review," said Jeff M. Fettig,
Whirlpool's chairman and CEO. "The agreed upon extension is simply
a continuation of the review process. This is a complex and rapidly
changing industry, and it is not surprising that some additional
time is required to fully understand and fairly evaluate it." Ralph
F. Hake, Maytag's chairman and CEO said, "We believe this
additional time will be sufficient for the review to be completed,
and we are confident that the acquisition will close rapidly upon
completion of the review." Fettig added: "We strongly believe that
the combination will create substantial benefits for consumers,
trade customers and our shareholders. This transaction will
translate into better products, quality and service, as well as
other efficiencies that will allow us to offer a more competitive,
wider range of products to a much broader consumer base in the
highly competitive global home appliance industry." Whirlpool and
Maytag are working closely with the Department of Justice and
continue to cooperate fully with its investigation and respond
promptly to its inquiries. About Whirlpool Corporation Whirlpool
Corporation is a global manufacturer and marketer of major home
appliances, with annual sales of over $14 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 $4.9 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, expectations as to the closing of the proposed merger
with Maytag Corporation. Many risks, contingencies 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
15% of Whirlpool's 2005 consolidated net sales of $14 billion) and
other significant trade customers, and the ability of these trade
customers to maintain or increase market share; (3) demand for
Whirlpool's products, including the strength of the U.S. building
industry and the level of interest rates; (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 remaining conditions to closing (including
regulatory approval) and the costs and consequences of not closing;
(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. Additional information concerning these factors can be
found in Whirlpool's filings with the Securities and Exchange
Commission, including the Registration Statement on Form S-4 (File
No. 333-128686). 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 anticipated future financial operating
performance and results and 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) conditions to the closing of the transaction may not
be satisfied or the merger agreement may be terminated prior to
closing; (2) 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; (3) Maytag may be
unable to achieve cost-cutting goals or it may take longer than
expected to achieve those goals; (4) the transaction may involve
unexpected costs or unexpected liabilities; (5) the credit ratings
of Maytag or its subsidiaries may be different from what the
parties expect; (6) the businesses of Maytag may suffer as a result
of uncertainty surrounding the transaction; (7) the industry may be
subject to future regulatory or legislative actions that could
adversely affect Maytag; and (8) 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. For a description of such factors,
refer to "Risk Factors" and "Forward- Looking Statements" in
Maytag's Form 10-K for the year ended December 31, 2005. First Call
Analyst: FCMN Contact: cinda_s_noffke@whirlpool.com
http://www.newscom.com/cgi-bin/prnh/20040202/DETU004LOGO
DATASOURCE: Whirlpool Corporation; Maytag Corporation CONTACT:
Whirlpool Contacts: Media: Christopher Wyse, +1-269-923-3417, ,
Investors: Larry Venturelli, +1-269-923-4678, ; or Maytag Contacts:
Media Karen Lynn, +1-641-787-8185, , John Daggett, +1-641-787-7711,
Web site: http://www.whirlpoolcorp.com/ http://www.maytagcorp.com/
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