SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
MAYTAG CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FOR IMMEDIATE RELEASE
Media Contact: Karen Lynn and John Daggett
Maytag Corporate Communications
(641) 787-8185 or (641) 787-7711
Media Contact: Jeffrey Taufield or Michael Freitag
For: Ripplewood Holdings LLC
Kekst and Company
(212) 521-4800
MAYTAG CORPORATION TO BE ACQUIRED
BY RIPPLEWOOD FOR $ 14 PER SHARE IN CASH
NEWTON, Iowa - May 19, 2005 - Maytag Corporation (NYSE:MYG), a leading producer
of home and commercial appliances, announced today that it has entered into a
definitive agreement by which an investor group led by private equity firm
Ripplewood Holdings LLC will acquire all outstanding shares of Maytag in a cash
merger for $14 per share.
The board of directors of Maytag has approved the merger agreement and
intends to recommend to Maytag's shareholders that they adopt the agreement.
The aggregate transaction value, including assumption of approximately
$975 million of debt, is approximately $2.1 billion. The transaction is expected
to close prior to year end, and is subject to Maytag shareholder approval, as
well as other closing conditions, including the receipt of financing and
regulatory approval.
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In addition to Ripplewood, other members of the investor group are RHJ
International (EURONEXT: RHJI), GS Capital Partners and the J. Rothschild Group
of Companies.
Lester Crown, Maytag board member since 1989, said, "After careful
consideration in conjunction with our independent advisors and an independent
committee of Maytag's board consisting of all non-management directors, we have
concluded that this transaction is in the best interest of our shareholders.
"This transaction will also provide Maytag with greater flexibility as
a private company to accomplish long-term goals set out for the Company."
Ralph Hake, Maytag CEO, said, "Ripplewood has an excellent track record
of building value at its portfolio companies by providing strong financial and
strategic support. Ripplewood is active in the global markets and brings
extensive operating expertise in Asia and Europe, as well as North America, to
Maytag."
Ripplewood CEO and founder Timothy C. Collins said, "Maytag is a
legendary company, with a portfolio of world-class brands and a long history of
producing high-quality, innovative products. We see an opportunity to leverage
these strengths and build Maytag into a global leader as the fragmented home and
commercial appliances industry consolidates. Our objectives for Maytag are to
continue to take action to become a global low-cost producer and to accelerate
growth by introducing innovative new products, expanding its presence in
international markets and pursuing selective acquisitions. We very much look
forward to working with Ralph Hake and his management team, employees, customers
and retail partners to restore the luster that this well-known consumer and home
appliance company enjoyed for so many decades."
Lazard served as financial advisor and Wachtell, Lipton, Rosen & Katz
served as legal advisor to Maytag. Citigroup and Goldman Sachs acted as lead M&A
advisors to Ripplewood. In addition, JP Morgan and Deutsche Bank acted as M&A
advisors to Ripplewood. Cravath, Swaine & Moore LLP served as legal advisor to
Ripplewood. In addition, Citigroup, JP Morgan and Deutsche Bank have provided
commitments for the debt portion of the financing for the transaction, which are
subject to customary conditions.
ABOUT MAYTAG CORPORATION
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Maytag Corporation is a $4.8 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).
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ABOUT RIPPLEWOOD HOLDINGS LLC
Ripplewood Holdings is a leading private equity firm established by Timothy C.
Collins in 1995. To date, Ripplewood has invested in transactions with aggregate
enterprise value in excess of $12 billion.
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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, (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 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.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, 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 http://www.sec.gov, SEC's Web site. Free copies of Maytag's SEC
filings are also available on Maytag's Web site at www.maytagcorp.com.
PARTICIPANTS IN THE SOLICITATION
Maytag and its executive officers and directors and Ripplewood Holdings LLC may
be deemed, under SEC rules, to be participants in the solicitation of proxies
from Maytag's stockholders with respect to the proposed transaction. 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 the SEC
in connection with the proposed transaction.
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