BENTON HARBOR, Mich.,
Oct. 14, 2014 /PRNewswire/
-- Whirlpool Corporation (NYSE: WHR) announced today that its
wholly owned subsidiary, Whirlpool Italia Holdings S.r.l., acquired
a 56 percent stake in Indesit Company S.p.A. (BIT: IND),
representing 61.9 percent of the voting stock of Indesit. Whirlpool
acquired the shares under two share purchase agreements entered
into on July 10 with Fineldo S.p.A.
and members of the Merloni family. The acquisitions bring
Whirlpool's stake in Indesit to 60.4 percent, representing 66.8
percent of the voting stock.
Indesit Ukraine LLC, with operations representing approximately
three percent of Indesit's 2013 revenues, will be held separately
pending antitrust clearance by the Ukrainian antitrust authority,
which is expected to be obtained by the end of the year.
"The appliance market in Europe
is competitive and increasingly global. This transaction will build
our market position and enable sustainable growth in the region,"
said Jeff M. Fettig, chairman and
chief executive officer of Whirlpool Corporation. "And with
Indesit, we have found a great fit, as both companies are
complementary and focused on delivering quality and innovation to
consumers."
"We believe consumers will benefit from our combined technology
leadership, investments in innovation and a broad offering of
products for their homes," said Marc
Bitzer, president of North
America and Europe,
Middle East and Africa (EMEA) for Whirlpool Corporation. "This
also is an exciting opportunity for our trade customers, given the
complementary market positions, product offerings and distribution
channels of Whirlpool and Indesit throughout Europe."
Whirlpool Italia Holdings S.r.l. will now commence the steps to
launch a mandatory tender offer for the remainder of Indesit's
outstanding shares, with the intention to delist the company. The
tender offer purchase price per share is equal to
€11.00/USD$13.89, based on exchange
rates as of September 30, 2014. This
price is equal to the share purchase price agreed to by the parties
under the share purchase agreements and which was paid without
adjustment. Additional information will be provided in the tender
offer statement to be issued by Whirlpool Italia Holdings S.r.l. in
compliance with Italian law.
About Whirlpool Corporation
Whirlpool Corporation is the world's leading global manufacturer
and marketer of major home appliances, with annual sales of
approximately $19 billion in 2013,
69,000 employees and 59 manufacturing and technology research
centers around the world. The company markets Whirlpool, Maytag,
KitchenAid, Jenn-Air, Amana, Brastemp, Consul, Bauknecht and
other major brand names. Additional information about the company
can be found at http://www.whirlpoolcorp.com.
Whirlpool Additional Information
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements in this press release relating to the
Company's expectations following the acquisition of the Indesit
shares constitute "forward-looking statements" within the meaning
of the U.S. federal securities laws. These statements reflect
management's current expectations regarding future events and speak
only as of the date of this press release. Forward-looking
statements involve significant risks and uncertainties, should not
be read as guarantees of future performance and will not
necessarily be accurate indications of whether or not, or the times
at or by which, events will occur. Actual performance may differ
materially from that expressed or implied in such statements. These
statements rely on assumptions which may or may not be realized.
Reference should be made to the factors discussed under "Risk
Factors" set forth in Whirlpool's periodic reports filed with
the U.S. Securities and Exchange Commission.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which, or to any persons to whom, such offering, solicitation or
sale would be unlawful.
NOTICE TO U.S. SHAREHOLDERS OF INDESIT COMPANY
The mandatory tender offer described in this announcement will
be made for the shares of Indesit, an Italian company and is
subject to Italian disclosure and procedural requirements, which
are different from those of the United
States. This announcement is neither an offer to purchase
nor a solicitation of an offer to sell shares of Indesit. At the
time the mandatory tender offer is commenced, Whirlpool Italia
Holdings S.r.l. will disseminate the tender offer document as
required by applicable law and shareholders of Indesit should
review such tender offer document carefully.
To the extent permissible under applicable law or regulation, in
accordance with normal Italian practice and pursuant to Rule
14e-5(b) of the U.S. Securities Exchange Act of 1934, as amended,
Whirlpool Italia Holdings S.r.l., Indesit and their affiliates or
brokers (acting as agents for Whirlpool Italia Holdings S.r.l.,
Indesit or any of their respective affiliates, as applicable) have
in the past purchased and may from time to time after the date of
this announcement, and other than pursuant to the mandatory tender
offer, directly or indirectly purchase, or arrange to purchase,
shares of Indesit or any securities that are convertible into,
exchangeable for or exercisable for shares of Indesit. No such
purchases have been made other than the purchase of 5,027,731
shares of Indesit by Whirlpool Corporation on 17 July 2014 and the purchase of 63,896,340
shares of Indesit by Whirlpool Italia Holdings S.r.l. on
14 October 2014, each pursuant to
agreements entered into and disclosed by press release on
10 July 2014. Any such purchases will
not be made at prices higher than the offer purchase price unless
the offer purchase price is increased accordingly.
To the extent information about such purchases or arrangements
to purchase is made public in Italy, such information will be disclosed as
required in Italy by means of a
press release, pursuant to Art. 41, paragraph 2, letter c) of
CONSOB resolution No. 11971 of 14 May
1999, as amended, or other means reasonably calculated to
inform U.S. shareholders of Indesit. In addition, the financial
advisors to Whirlpool Italia Holdings S.r.l. and Indesit may also
engage in ordinary course trading activities in securities of
Indesit, which may include purchases or arrangements to purchase
such securities.
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SOURCE Whirlpool Corporation