Filed by: Whirlpool Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Maytag Corporation
Commission File No: 1-655
WHIRLPOOL UPDATE [WHIRLPOOL CORP. LOGO]
SEPTEMBER 2005
On Aug. 22, 2005, Whirlpool Corporation and Maytag Corporation signed a
definitive merger agreement in which Whirlpool will acquire all outstanding
shares of Maytag in a cash and stock merger valued at $21 per share. One half of
the per share consideration will be paid in cash and the balance in a fraction
of a share of Whirlpool common stock as described below.
The Board of Directors of Maytag has approved the merger agreement with
Whirlpool and intends to recommend to Maytag's shareholders that they adopt the
agreement
Whirlpool Corporation's proposed acquisition of Maytag is an exciting
opportunity that will improve our ability to compete in a highly competitive
market and create significant value for consumers, trade customers and our
shareholders.
Here are some reasons why this merger makes sense for Whirlpool, our trade
customers and consumers:
o A COMBINATION OF WHIRLPOOL AND MAYTAG WILL BENEFIT CONSUMERS. The merger
will enable the combined company to achieve significant efficiencies. The
resulting cost savings will benefit consumers and trade customers,
ensuring that we are able to continue to offer competitive prices across a
wide array of products, as well as increased quality and innovation.
o THE ACQUISITION WILL ENSURE THAT TRADE CUSTOMERS AND CONSUMERS HAVE ACCESS
TO AN ENHANCED MAYTAG BRAND. Whirlpool has a strong operating and
financial position, and has been successful in developing innovation and
delivering value to consumers and to our trade customers. We believe our
investment, focus, brand management, as well as our proven global
capabilities, represent an excellent means to enhance the Maytag brands.
o APPLIANCE INDUSTRY COMPETITION IS FIERCE, AND WILL REMAIN SO FOLLOWING
THIS ACQUISITION. Competition in the appliance industry is intense and
nothing about this acquisition will change that. Consumers have a large
and growing number of choices. In addition to brands like Electrolux, GE
and Kenmore, more and more consumers are choosing new and expanding
appliance brands from LG, Bosch, Samsung and Haier and other global firms.
Intense competition will continue, and the efficiencies of this
acquisition will allow Whirlpool's and Maytag's brands to compete better
against all of these rivals.
o THIS ACQUISITION WILL HELP WHIRLPOOL BETTER SERVE TRADE CUSTOMERS. The
four largest appliance retailers in the U.S. - Sears, Lowe's, Home Depot
and Best Buy - account for two-thirds of retail sales. Most of the
remainder is comprised of large regional buyers and strong buying groups.
These large and sophisticated trade customers have many choices, and they
demand a competitive offering in product, services and price. This
acquisition will help us better earn the business of trade customers at
all levels. We would not have pursued this merger if we had not satisfied
ourselves that there was strong support for the merger from our customers,
who agreed that Whirlpool's acquisition of Maytag is good for them and for
consumers.
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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 such information.
Forward-looking statements include, but are not limited to, statements regarding
expected earnings per share, cash flow, and material costs for the full year
2005, as well as the expected consequences of enacted price increases. Although
Whirlpool believes that the expectations reflected in the forward-looking
statements are reasonable, it can give no assurance that those expectations will
prove to have been correct. Many factors could cause actual results to differ
materially from Whirlpool's forward-looking statements. Among these factors are:
(1) the cost of raw materials and components, especially steel and the impact of
rising oil prices; (2) the financial impact of Whirlpool's announced price
changes will be dependent upon such factors as market conditions, the strength
of consumer demand for Whirlpool's products, and other factors outside of
Whirlpool's control such as the general economic conditions prevailing at the
time the new pricing goes into effect; (3) rising worldwide transportation costs
due to historically high and volatile oil prices, capacity constraints, and
other factors; (4) the ability to gain or maintain market share in an intensely
competitive global market; (5) the strength of new and established Asian
competitors in the United States and abroad; (6) the success of Whirlpool's
global business strategy; (7) Whirlpool's global operating platform initiatives;
(8) the success of the Latin American businesses operating in challenging and
volatile environments; (9) continuation of Whirlpool's strong relationship with
Sears Holdings Corporation in North America, which accounted for approximately
17% of consolidated net sales of $13 billion in 2004; (10) currency exchange
rate fluctuations; (11) social, economic and political volatility in developing
markets; (12) continuing uncertainty in the North American, Latin American,
Asian and European economies; (13) the effectiveness of the series of
restructuring actions Whirlpool has announced and/or completed through 2004;
(14) U.S. interest rates; (15) changes to the obligations as presented in the
contractual obligations table; (16) changes in the funded position of the U.S.
pension plans; (17) continued strength of the U.S. builder industry; (18) the
threat of terrorist activities or the impact of war; (19) Whirlpool's estimate
of its annual effective tax rate of approximately 31.7%; and (20) the ability of
Whirlpool and Maytag to satisfy the conditions to consummation of the merger
agreement between them, including Maytag shareholder approval and regulatory
clearances, the timing of such satisfaction and in the event the merger is
completed, Whirlpool's ability to realize expected benefits and the timing of
such realization.
ADDITIONAL INFORMATION RELATING TO THE MERGER AND WHERE TO FIND IT
Whirlpool and Maytag will file a prospectus/proxy statement with the SEC in
connection with the proposed transaction. Investors are urged to read any such
prospectus/proxy statement, when available, which will contain important
information. The prospectus/proxy statement will be, and other documents filed
by Whirlpool and Maytag with the SEC are, available free of charge at the SEC's
website (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
Corporation's Web site at www.maytagcorp.com. Neither this communication nor the
prospectus/proxy statement, when available, will constitute an offer to issue
Whirlpool common stock in any jurisdiction outside the United States where such
offer or issuance would be prohibited -- such an offer or issuance 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 potential
participants will be included in the prospectus/proxy statement Whirlpool and
Maytag will file with the SEC.
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