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
|X| Definitive Additional Materials
|_| 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) 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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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 L.L.C. (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 or the merger agreement may be
terminated prior to closing; (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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction with an investor group led by
private equity firm Ripplewood Holdings L.L.C., Maytag has filed a definitive
proxy statement and may file other relevant documents concerning the proposed
merger with SEC. WE URGE INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT AND
THE OTHER RELEVANT DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT MAYTAG AND THE PROPOSED TRANSACTION.
Investors can obtain free copies of the definitive proxy statement 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 L.L.C.,
Triton Acquisition Holding and Triton Acquisition and their respective
affiliates, 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. 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, is set forth
in the proxy statement and other materials filed or to be filed with SEC in
connection with the proposed transaction.
On July 17, 2005, Maytag Corporation (the "Company") received a proposal from
Whirlpool Corporation to acquire Maytag for $17.00 per share, of which at least
50% would be paid in cash and the balance in shares of Whirlpool common stock,
conditioned on satisfactory completion of due diligence and negotiation of a
mutually acceptable definitive merger agreement.
The following is the Whirlpool proposal:
[Whirlpool Letterhead]
ADMINISTRATIVE CENTER o BENTON HARBOR, MICHIGAN 49022-2692
JEFF M. FETTIG
CHAIRMAN OF THE BOARD,
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
July 17, 2005
Mr. Ralph F. Hake
Chairman & CEO
Mr. Howard L. Clark, Jr.
Chairman, Special Committee of the Board of Directors
Maytag Corporation
403 West Fourth Street
Newton, IA 50208
Dear Messrs. Hake and Clark:
We are pleased to submit a proposal to acquire Maytag in a transaction that
will provide your shareholders substantially greater value than your pending
sale to the private equity consortium known as Triton. As you will appreciate,
our proposal is based solely on our review of publicly available information
about Maytag.
We are proposing to acquire all of Maytag's outstanding shares by means of
a merger providing Maytag shareholders consideration valued at $17 per Maytag
share, of which at least 50% would be paid in cash and the balance in shares of
Whirlpool common stock.
Our proposal is demonstrably superior to Triton's, both financially and
strategically. It will provide the immediate opportunity for your shareholders
to realize substantially greater value for their shares -- a 21% premium over
the Triton price. Moreover, your shareholders will have the opportunity to
realize greater long-term value through the truly unique attributes of a
Whirlpool-Maytag combination.
As you know, we operate in a highly competitive marketplace where trade
customers and consumers have a large and growing choice of brands, products and
suppliers, including a growing number of foreign appliance companies. Together
we can achieve substantial efficiencies that will deliver cost savings,
increased innovation and better asset utilization. With these efficiencies, and
Whirlpool's track record of -- and commitment to -- investing in innovation,
quality and customer service, our combined company will be well positioned to
offer great value to consumers and to trade customers. And as part of Whirlpool,
we can ensure that Maytag remains a trusted brand for years to come.
Our proposal represents a "Company Takeover Proposal" that clearly meets
the standards set forth in Section 5.02(c) of the existing merger agreement.
First, it is more favorable to Maytag shareholders from a financial point of
view than the pending sale. Second, it is reasonably capable of being completed,
taking into account all financial, regulatory, legal and other aspects of the
proposal. Accordingly, it allows Maytag to provide us with due diligence and to
participate in negotiations and discussions with us.
Our proposal is subject to our satisfactory completion of due diligence and
negotiation of a mutually acceptable definitive agreement. The August 19, 2005
date you just set for your shareholders meeting compels both of us to work to
achieve a definitive agreement prior to that date. In this regard, we are
prepared to execute a confidentiality agreement on the terms required by Section
5.02(c). We and our legal advisor, Weil Gotshal & Manges, our financial advisor,
Greenhill & Co., and our business consultant, The Boston Consulting Group, are
ready to immediately review the due diligence information you have provided to
Triton and are currently providing to the Haier America consortium. We and our
advisors also are ready to immediately negotiate a definitive merger agreement
with you. We anticipate that our agreement will be based substantially on your
existing merger agreement with Triton.
Our understanding is that, because of the notice provisions of your
agreement with Triton, we must be in a position to submit our firm offer no
later than August 9, 2005 so that you will be in a position to terminate the
agreement with Triton and enter into the superior merger agreement with
Whirlpool prior to your shareholders meeting. We are prepared to meet this
deadline. However, as each day forward is critically important to our doing so,
your board must take action to permit us to begin our due diligence immediately.
We trust you and Maytag's other directors will respond immediately and
positively to our proposal. We look forward to working with you to achieve what
will be a compelling transaction for the shareholders and customers of our two
companies.
Very truly yours,
/s/ Jeff M. Fettig
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Jeff M. Fettig
Chairman, President & CEO
cc: The Board of Directors
Maytag Corporation