By David Pitt
Associated Press
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DES MOINES, Iowa — With a rival bidder backing away from the table, Maytag Corp. embraced a buyout offer of more than $1.7 billion in cash and stock from the nation's largest appliance maker, Whirlpool Corp.
As the companies announced yesterday they had signed a formal agreement, Whirlpool CEO Jeff Fettig offered reassurances that the combination of Whirlpool and Maytag, the nation's third-largest appliance maker, will gain approval of federal antitrust regulators.
A combined Whirlpool-Maytag company would capture about 48 percent of the market in major appliances in the United States, analysts have estimated. General Electric Co. would have about 26 percent and Sweden's Electrolux AB would have about 20 percent of the U.S. market.
Whirlpool-Maytag would control as much as 70 percent of the U.S. laundry market, a figure that analysts said would likely generate government scrutiny.
A statement released by both companies said regulatory approval and closing of the deal could be completed as early as the first quarter of 2006. Some observers say the Federal Trade Commission could take longer.
"The market is speculating that the deal will take longer to close and will have more of a problem clearing FTC approval than Whirlpool is intimating," said David MacGregor, an analyst with Longbow Research.
Absent an industry challenge, completion in the first quarter could be realistic, he said.
Under terms of the deal, Maytag will be acquired for $21 a share. Whirlpool is also assuming $977 million of Maytag debt.
Maytag shareholders, who also must approve the deal, will vote on the proposal before the end of the year, the statement said.
Maytag terminated its earlier deal to be acquired for $1.13 billion, or $14 a share, by a New York-based investment group led by Ripplewood Holdings. Maytag paid a $40 million termination fee, and is being reimbursed by Whirlpool. A Sept. 9 shareholder's meeting to vote on the Ripplewood deal was canceled.
Maytag shares fell 2 cents to close at $18.69. Whirlpool shares lost 35 cents to close at $81.48.
Ripplewood decided against increasing its offer for Maytag, effectively bowing out of the bidding process.
"We have carefully considered all our options and concluded that it is not in the best interests of Ripplewood and our investor group to match Whirlpool's offer or submit a new bid for Maytag," said Timothy C. Collins, chief executive officer of Ripplewood, in a statement.
Maytag's board of directors reversed its support of the Ripplewood offer Aug. 12 and said it planned to pursue the higher Whirlpool deal.
Maytag shareholders will receive $10.50 in cash and a fraction of a Whirlpool share for each Maytag share. They will get 0.1144 of a share of Whirlpool stock if the average Whirlpool stock price is $91.79 or greater in the 20 days before the closing of the deal and 0.1398 if it is $75.10 or less; between the two prices, the exchange ratio will vary proportionately.
A statement from Maytag's lead director Howard Clark said the Ripplewood deal was re-evaluated and the board concluded "that the Whirlpool agreement is superior and is in the best interest of our shareholders."
Fettig, the Whirlpool CEO, said the combination of Whirlpool and Maytag will create substantial benefits for consumers, trade customers and our shareholders.
"This transaction will ... allow us to offer a wider range of products to a much broader consumer base," he said in a statement.
Maytag brands include Hoover, Jenn-Air, Magic Chef and Amana. The company reported a loss of $9 million, or 11 cents a share in 2004, compared with a profit of $120.1 million, or $1.53 per share, in 2003. Sales fell 1.5 percent from 2003.
Whirlpool, which sells appliances under the KitchenAid, Roper, Consul and other brands, earned $406 million, or $5.90 per share in 2004 compared with $414 million, or $5.91 per share, a year earlier. Net sales rose about 6 percent.