Whirlpool, Maytag sign merger agreement

Whirlpool Corp. and Maytag Corp. today 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.

Maytag's board of directors approved the merger agreement and intends to recommend to Maytag's shareholders that they adopt the agreement.

Before signing the agreement, Maytag paid a $40 million termination fee to Triton Acquisition Holding and, thereafter, terminated the agreement with Triton. In accordance with Whirlpool's August 10 offer, extended August 12, Whirlpool reimbursed the $40 million to Maytag today. Maytag said that the special meeting of stockholders scheduled for Friday, Sept. 9, has been cancelled as a result of the Triton merger agreement termination.

Whirlpool has agreed to pay up to $15 million to assist Maytag in retaining key employees. Whirlpool also has agreed to pay Maytag a reverse break-up fee of $120 million under certain circumstances in the event of failure to obtain regulatory clearance for the merger.

Maytag's shareholders are expected to vote on the transaction before the end of the year. Whirlpool expects the transaction to close as early as the first quarter of 2006, following approval from Maytag shareholders and regulatory clearance.