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Strategies & Market Trends : Speculating in Takeover Targets -- Ignore unavailable to you. Want to Upgrade?


To: richardred who wrote (768)6/21/2005 12:10:14 AM
From: richardred  Respond to of 7256
 
Maytag Corporation Receives Preliminary Proposal From Consortium For $16 Per Share In Cash
Monday June 20, 11:23 pm ET

NEWTON, Iowa, June 20 /PRNewswire-FirstCall/ -- Maytag Corporation (NYSE: MYG - News) announced today that it has received a preliminary non-binding proposal from Bain Capital Partners LLC, Blackstone Capital Partners IV L.P. and Haier America Trading, L.L.C. to acquire all outstanding shares of Maytag for $16 per share cash. On May 19, 2005, Maytag agreed to be acquired by an investor group led by Ripplewood Holdings LLC for $14 per share cash.

(Logo: newscom.com )

According to the preliminary non-binding proposal, completion of due diligence is expected to take 6-8 weeks, and the proposal is conditioned, among other things, on the due diligence, along with the negotiation of a definitive agreement and necessary approvals. The proposal contemplates debt financing provided by Merrill Lynch & Co. on terms and conditions to be agreed upon among Merrill Lynch, Bain, Blackstone and Haier America.

After a special committee meeting of the Board of Directors, Maytag stated that, while it intends to proceed with further due diligence with Bain, Blackstone and Haier America, there can be no assurance that the preliminary non-binding proposal would result in a definitive agreement.

Howard Clark, Maytag's lead director, said, "We continue to support the Ripplewood transaction; however, we also believe that it is incumbent on us to pursue this possibility of achieving a higher price for our stockholders."

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®, Hoover®, Jenn-Air®, Amana®, Dixie-Narco® and Jade®.

Forward-Looking Statements

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 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 a group led by Ripplewood Holdings LLC (1) Maytag may be unable to obtain shareholder approval required for the transaction; (2) Maytag may be unable to obtain regulatory approvals required for 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) conditions to the closing of the transaction may not be satisfied; (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 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 and Where to Find It

In connection with Maytag's proposed transaction with a group led by Ripplewood Holdings LLC, a proxy statement of Maytag and other materials will be filed with SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MAYTAG AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the proxy statement (when available) as well as other filed documents containing information about Maytag at sec.gov, SEC's Web site. Free copies of Maytag's SEC filings are also available on Maytag's Web site at maytagcorp.com.

Participants in the Solicitation

Maytag and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Maytag's stockholders with respect to the proposed transaction with a group led by Ripplewood Holdings LLC. Information regarding the officers and directors of Maytag is included in its definitive proxy statement for its 2005 annual meeting filed with SEC on April 4, 2005. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction.

Media Contact: Karen Lynn and John Daggett
Maytag Corporate Communications
(641) 787-8185 or (641) 787-7711
klynn2@maytag.com and jdagge@maytag.com
biz.yahoo.com



To: richardred who wrote (768)7/5/2005 4:31:59 PM
From: richardred  Respond to of 7256
 
Maytag-Barron's also mentions Ripplwood thought about offering 23.50 a share for Maytag, before slashing it, when performance goals weren't met. One analyst mentions Ripplewood might have no choice , but to offer a knockout bid.

We will see in time!



To: richardred who wrote (768)7/23/2005 3:58:48 PM
From: richardred  Respond to of 7256
 
Getting close to my guess.

Whirlpool raises Maytag offer by 5.9%
By Mike Maynard & Jim Jelter, MarketWatch
Last Update: 3:08 PM ET July 23, 2005

NEW YORK (MarketWatch) -- Whirlpool Corp. raised its offer to buy smaller appliance maker Maytag Corp., the latest round in a takeover battle with rival bidder Ripplewood Holdings.

As amended, Benton Harbor, Mich.-based Whirlpool (WHR: news, chart, profile) is offering $18 a share for Maytag (MYG: news, chart, profile) , up from $17 previously.

In total, the revised Whirlpool offer is priced at about $1.4 billion, up 5.9% from its previous offer and an 11.1% premium to Maytag's closing share price on Friday.

The move, announced late Friday, comes in the wake of Maytag saying its board couldn't render a decision on the $17-a-share offer but would continue to study the proposal. See related story.

Ripplewood Holdings, a New York-based private-equity investment firm, previously bid $14 a share. Maytag shareholders are set to vote on the offer Aug. 19. See full story.

Late Thursday, Maytag said its board continued to recommend Ripplewood's deal, valued at $1.1 billion.

But Whirlpool's chief executive said Maytag's board must give the $18-a-share bid -- nearly 29% higher than Ripplewood's offer -- due consideration.

"By delaying a prompt response and failing to recognize the clearly superior value of our July 17 proposal, the Maytag board of directors has jeopardized this important opportunity for consumers, trade customers and shareholders of both Maytag and Whirlpool," said Jeff Fettig, Whirlpool's chairman, president and CEO, in a statement.

"This amended proposal includes additional terms that we believe should fully address any concerns of the Maytag directors," he said.

It's been a busy month for Maytag, which drew the unsolicited bids from Chinese manufacturing giant Qindao Haier Ltd. shortly after Ripplewood came calling.

Haier, joined in its bid by U.S. equity partners Bain Capital Partners LLC and Blackstone Management Associates IV LLC, sought a foothold in the North American appliance market through ownership of a household brand name, for which it offered to pay $16 a share.

But Haier bowed out shortly after Whirlpool joined the fray. The consortium's move on Maytag had attracted intense scrutiny from political as well as financial circles, with China's sudden emergence as a would-be buyer of U.S. assets ruffling feathers in Washington.

Congress, citing national security issues, has voiced deep misgivings over Chinese oil company CNOOC Ltd's (CEO: news, chart, profile) $18.5 billion bid for California-based Unocal Corp. (UCL: news, chart, profile) , which is also being courted by Chevron Corp. (CVX: news, chart, profile) .

Several lawmakers have gone so far as to propose amendments to the energy bill currently being debated in Washington aimed at blocking the sale of U.S. energy assets to CNOOC, which is 70% state-owned.

But removing Haier from the running does not ensure a swift deal for Whirlpool, either. Several industry analysts have raised concerns that buying Maytag might hit regulatory roadblocks if it is seen giving Whirlpool a dominant position in the domestic appliance market.

Meanwhile, all the attention has not hurt Newton, Iowa-based Maytag, which spent the first half of the year fending off stiff competition amid a wrenching restructuring.

Maytag's stock closed Friday at $16.20, up 55 cents, or 3.5%. That's a 40% gain for the stock since Ripplewood announced in May its intentions of buying the company for $14 a share.

Whirpool, meanwhile, closed Friday at $77.18, off 72 cents just a day after reporting a slight drop in its second-quarter profit. See full story.

marketwatch.com



To: richardred who wrote (768)8/9/2005 12:12:02 AM
From: richardred  Read Replies (1) | Respond to of 7256
 
Close with my guess for final bid!

Whirlpool Boosts Offer to Buy Maytag
Monday August 8, 4:53 pm ET
By James Prichard, AP Business Writer
Whirlpool Boosts Offer for Second Time, to $20 Per Share, to Buy Rival Maytag

GRAND RAPIDS, Mich. (AP) -- For a second time, Whirlpool Corp. has sweetened the pot in a bid to purchase rival Maytag Corp., submitting a $20-per-share binding offer worth $1.62 billion plus assumed debt.



"Our binding offer reflects both the value we see in the combination of Whirlpool and Maytag and the confidence we have in the ultimate receipt of regulatory approval for the transaction," Jeff M. Fettig, Whirlpool's chairman, president and chief executive, said in a written statement.

The bid, a $2-per-share premium to Whirlpool's latest offer, was presented one day before its deadline to make a firm proposal. Both companies had agreed on the cutoff date.

Whirlpool, based in Benton Harbor, about 85 miles southwest of Grand Rapids, said it would pay half of the new purchase price in cash and half in stock. The company would assume $977 million in debt as part of the deal, for a total transaction of $2.6 billion.

Maytag spokesman John Daggett confirmed that the Newton, Iowa-based company received the proposal but declined to comment further.

Whirlpool's offer was 43 percent higher than an initial bid of $14 per share, or about $1.13 billion, submitted by the investment group Triton Acquisition Holding Co. Maytag's board accepted that all-cash offer on May 19 and shareholders are scheduled to vote on it on Aug. 19.

Whirlpool said its bid will expire the next day. The offer includes a commitment to pay a "reverse breakup fee" of $120 million if regulators do not approve the combination, along with $15 million to retain Maytag's employees.

Whirlpool also agreed to pay a $40 million termination fee that Maytag would owe Triton if the investment group's bid was rejected.

A telephone message seeking comment was left at the New York office of Triton spokesman Jeffrey Taufield.

Whirlpool has "put enough money on the table, they think, to pre-empt further bidding" by other interested parties, said Kevin O'Mara, a New York attorney who specializes in corporate mergers.

"They're clearly looking to get this acquisition done," he said.

Whirlpool initially submitted a tentative offer of $17 per share, or $1.35 billion, on July 17 that was contingent upon the company being given full access to Maytag's financial information. Three days later, it increased the tentative offer to $18 per share, or $1.43 billion.

Maytag, the nation's third-largest appliance maker, agreed July 26 to open its books to No. 1 Whirlpool. The two companies agreed that Whirlpool had until Tuesday to submit a firm offer.

In its proposal letter to Maytag officials, Whirlpool said its binding offer would "provide your shareholders (with) substantially greater value" when compared with Triton's bid.

"We believe we have addressed in every manner the concerns we understood the Maytag board to have had with a potential combination with Whirlpool," the letter said. "Most importantly, we are providing a tremendous economic package of benefits to Maytag and its shareholders, and one that we believe would be strongly welcomed and supported by your shareholders."

Maytag shares jumped $1.60, or 9.4 percent, to close at $18.58 Monday on the New York Stock Exchange, where shares have traded in a 52-week range of $9.21 to $21.39. Shares of Whirlpool rose $2.75, or 3.4 percent, to close at $82.46 on the NYSE.

Whirlpool Corp.: whirlpoolcorp.com

Maytag Corp.: maytagcorp.com

biz.yahoo.com