Filed by: Whirlpool Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Maytag Corporation
Commission File No: 1-655
Text for Portal Story
Subject Line: NOVEMBER WHIRLPOOL UPDATE PROVIDES SUMMARY OF MAYTAG BIDDING
PROCESS
Since the last Whirlpool Update, there have been a number of questions about
what happened during the Maytag bidding process. Please keep in mind that the
company and its employees are limited in what they are able to say about the
proposal due to the confidentiality agreement signed. For that reason, here is
"Whirlpool Update" - a short, quick-read document.
In this version of "Whirlpool Update" provided is a summary of the events that
occurred from the time Ripplewood submitted its first written proposal for
Maytag through the Department of Justice's issuance of its request for
additional information regarding the proposed Whirlpool-Maytag merger.
Whirlpool remains on track with acquisition plans and continues to believe that
the combination will create substantial benefits for consumers, trade customers
and our shareholders. This transaction will translate into better products,
quality and service, as well as other efficiencies that will allow the company
to offer a more competitive, wider range of products to a much broader consumer
base.
During this time, please remember Whirlpool needs every employee to stay focused
on their work. Continuing to deliver predictable and consistent results in every
part of the Whirlpool business remains the top priority.
Please remember that each employee also must be aware of and observe some
important guidelines regarding the Maytag transaction.
1. DO NOT COMMENT OR SPECULATE ON THE MAYTAG TRANSACTION or how it may
potentially affect Whirlpool's business with suppliers, trade customers or
other stakeholders without specific direction from the Law Department.
2. DO NOT BEGIN TO PLAN OR CREATE ANY DOCUMENTS ON THE TRANSACTION, how it will
affect Whirlpool's business, or the integration of Maytag with Whirlpool
unless specifically asked to participate on formal planning teams. All
planning must be governed by strict rules of conduct and timelines.
3. DO NOT CONTACT OR SPEAK WITH MAYTAG EMPLOYEES without specific direction
from the Law Department.
4. WHIRLPOOL AND MAYTAG REMAIN SEPARATE AND INDEPENDENT COMPETITORS UNTIL THE
CLOSING OF THE MERGER, AND YOU SHOULD ACT ACCORDINGLY. Do not suggest to
anyone that you represent or are coordinating with Maytag.
Look for continuing regular updates on this exciting opportunity. However, due
to the sensitive and rapidly changing nature of the situation, as well as legal
and regulatory considerations, Whirlpool is currently unable to provide or
otherwise post on its web sites outside media articles, analyst reports, and
other commentary. However, Whirlpool will continue to post all of the company's
public statements regarding the transaction to the portal and
www.whirlpoolcorp.com.
[Whirlpool Update]
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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) demand for Whirlpool's products, including the
strength of the U.S. building industry and the level of interest rates; (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); (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.
Additional Information Relating to the Proposed Merger with Maytag Corporation
and Where to Find It
Whirlpool has filed with the Securities and Exchange
Commission a registration statement on Form S-4 (File no. 333-128686),
containing a preliminary prospectus/proxy statement in connection with the
proposed merger with Maytag Corporation. Investors are urged to read the Form
S-4 preliminary prospectus/proxy statement and any other relevant documents
filed or to be filed by Whirlpool or Maytag, including the definitive
prospectus/proxy statement when available, 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. Neither this
communication nor the preliminary prospectus/proxy statement 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 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 preliminary prospectus/proxy
statement referred to above.