SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by a party other than the Registrant |_|
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|_| 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)
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FOR IMMEDIATE RELEASE
Media Contact: Karen Lynn
Maytag Corporation Communications
(641) 787-8185
KLYNN@MAYTAG.COM
MAYTAG DECLARES WHIRLPOOL PROPOSAL SUPERIOR;
CHANGES RECOMMENDATION AND POSTPONES SPECIAL MEETING
NEWTON, Iowa -- (Aug. 12, 2005) -- Maytag Corporation (NYSE: MYG) announced
today that its Board of Directors has withdrawn its recommendation of the
pending $14 cash merger deal with Triton Acquisition Holding, the acquisition
vehicle formed by the Ripplewood Holdings led investor group. Maytag said that
its Board has determined that in light of the $21 Whirlpool Corporation binding,
irrevocable proposal, which was announced on August 10, 2005, it would be
inconsistent with the Maytag Board's exercise of its fiduciary duty for the
Board to fail to withdraw its recommendation of the Triton $14 deal. The Maytag
Board now recommends a vote against the Triton deal.
Maytag also stated that its Board has made the determinations required
under the Triton merger agreement to constitute the Whirlpool $21 proposal a
"Superior Company Proposal," meaning in general terms, that it is more favorable
from a financial point of view to Maytag shareholders and is reasonably capable
of being completed. In making these determinations, the Maytag Board was
assisted by Lazard, its financial advisor, and by Wachtell, Lipton, Rosen & Katz
and Cleary Gottlieb Steen & Hamilton, its special legal counsel.
Maytag is today giving notice to Triton of the Maytag Board's
determinations. As a result, Maytag will be entitled to terminate the existing
Triton merger agreement if the Maytag Board makes similar determinations (taking
into account any revised proposal Triton may make) at least five business days
following Triton's receipt of such notice. In addition to Maytag's termination
right, as a result of the change in recommendation by the Maytag Board, Triton
has the right to terminate the Triton merger agreement immediately. In the event
of such a
termination by Maytag or by Triton, Triton will be entitled to a $40
million fee from Maytag, which Whirlpool has agreed to pay.
The Whirlpool proposal calls for each Maytag share to be converted in a
taxable transaction into $21 of total consideration. One half of the per share
consideration would be paid in cash and the balance in shares of Whirlpool
common stock. The number of shares of Whirlpool common stock to be paid per
Maytag share will be based on a floating exchange ratio. The floating exchange
ratio will be subject to a collar equal to +/- 10% of the volume weighted
average price of Whirlpool common stock on the New York Stock Exchange today.
As previously reported, in addition to its agreement to pay the $40 million
break-up fee payable to Triton, Whirlpool has also agreed to provide Maytag with
up to $15 million for retention of Maytag employees and has agreed to pay a
"reverse break-up fee" of $120 million if the transaction cannot be closed due
to an inability to obtain regulatory approval.
Maytag also announced that as a result of Whirlpool's August 10, 2005,
proposal and related developments, including the actions announced today, Maytag
is postponing the special meeting of stockholders scheduled for Friday, August
19, 2005, to August 30, 2005, in order to permit Maytag to file and distribute
updated proxy materials and to allow time for adequate dissemination and
absorption of information concerning these important developments. If the merger
agreement between Maytag and Triton is terminated, the postponed special meeting
will be cancelled.
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(R), Hoover(R), Jenn-Air(R), Amana(R),
Dixie-Narco(R) and Jade(R).
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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 (a) the transaction with a group led by Ripplewood
Holdings L.L.C. or (b) the proposed transaction with Whirlpool (1) Maytag may be
unable to obtain shareholder approval required for the transaction; (2)
conditions to the closing of the transaction may not be satisfied or the merger
agreement may be terminated prior to closing; (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 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.