Exhibit 99.1
WHIRLPOOL CONTACTS: MAYTAG CONTACTS:
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MEDIA MEDIA
D. Jeffrey Noel, (269) 923-0107 Karen Lynn, (641) 787-8185
D_Jeffrey_Noel@Whirlpool.com
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INVESTORS
Larry Venturelli, (269) 923-4678 John Dagget (641)787-7711
Larry.Venturelli@Whirlpool.com John.Daggett@maytag.com
SECURITIES AND EXCHANGE COMMISSION CLEARS WHIRLPOOL
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CORPORATION SHARE REGISTRATION
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MAYTAG CORPORATION SHAREHOLDER VOTE ON WHIRLPOOL CASH-SHARE ACQUISITION NOW
SET FOR DECEMBER 22
BENTON HARBOR, MICH., AND NEWTON, IOWA - NOVEMBER 21, 2005 - Whirlpool
Corporation (NYSE: WHR) and Maytag Corporation (NYSE:MYG) today announced that
the Securities and Exchange Commission (SEC) has declared effective Whirlpool's
registration statement on Form S-4 covering the share portion of the
consideration to be issued to Maytag's stockholders upon completion of the
proposed merger. Tomorrow, Maytag will commence mailing to its stockholders the
definitive proxy statement/ prospectus contained in the registration statement
for use at its special stockholder meeting.
Maytag is moving its special stockholder meeting from December 16, 2005, to
December 22, 2005, in order to allow for sufficient notification to stockholders
following the SEC clearance process. Maytag stockholders of record as of Nov. 2,
2005, will be eligible to vote on the transaction.
The stockholder meeting is now set to begin at 10:30 a.m. in Newton, Iowa. If
the merger is completed, Maytag stockholders will be entitled to receive for
each share of Maytag common stock, approximately $21 in value, comprised of
$10.50 in cash and between 0.1144 and 0.1398 of a share of Whirlpool common
stock, depending on the volume weighted average trading prices of Whirlpool
common stock during a 20-day trading period ending shortly prior to completion
of the merger.
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ABOUT WHIRLPOOL CORPORATION
Whirlpool Corporation is a global manufacturer and marketer of major home
appliances, with annual sales of over $13 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 www.whirlpoolcorp.com.
ABOUT MAYTAG CORPORATION
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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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,
statements regarding expected earnings per share, cash flow, and material and
oil-related costs for the full year 2005, as well as expectations as to the
closing of the proposed merger with Maytag Corporation. Many risks 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 17% of
Whirlpool's 2004 consolidated net sales of $13 billion) and other significant
trade customers, and the ability of these trade customers to maintain or
increase market share; (3) the impact of general economic factors on demand for
Whirlpool's products, such as gross domestic product, consumer interest rates,
consumer confidence, retail trends, housing starts, sale of existing homes, and
the level of mortgage refinancing; (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 conditions to
closing (including Maytag shareholder approval and regulatory approval) and
timing of the process; (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.
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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 may 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 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 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; (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 Relating to the Proposed Merger with Maytag Corporation
and Where to Find It:
Whirlpool has filed and the Securities and Exchange
Commission has declared effective, a registration statement on Form S-4 (File
no. 333-128686), containing a definitive proxy statement/prospectus in
connection with the proposed merger with Maytag Corporation. Investors are urged
to read the Form S-4 and the definitive proxy statement/prospectus and any other
relevant documents filed or to be filed by Whirlpool or Maytag because they
contain or will contain important information. The Form S-4 and other documents
filed by Whirlpool and Maytag with the SEC are available free of charge at the
SEC's website (http://www.sec.gov) or from Whirlpool by directing a request to
Whirlpool Corporation, 2000 North M-63, Mail Drop 2800, Benton Harbor, MI
49022-2692, Attention: Larry Venturelli, Vice President, Investor Relations or
from Maytag's Website at www.maytagcorp.com. Neither this communication nor the
definitive proxy statement/prospectus constitutes an offer to sell, or the
solicitation of an offer to buy, Whirlpool common stock in any jurisdiction
outside the United States where such offer or issuance would be prohibited; any
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such offer or sale will only be made in accordance with the applicable laws of
such jurisdiction.
Whirlpool, Maytag and their respective directors, executive officers, and other
employees may be deemed to be participating in the solicitation of proxies from
Maytag stockholders in connection with the approval of the proposed transaction.
Information about Whirlpool's directors and executive officers is available in
Whirlpool's proxy statement, dated March 18, 2005, for its 2005 annual meeting
of stockholders. Information about Maytag's directors and executive officers is
available in Maytag's proxy statement, dated April 4, 2005, for its 2005 annual
meeting of stockholders. Additional information about the interests of such
participants is included in the Form S-4 and definitive proxy
statement/prospectus referred to above.
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