BENTON HARBOR, Mich. and
MILAN, Italy, July 10, 2014 /PRNewswire/ -- Whirlpool
Corporation (NYSE: WHR) and Fineldo S.p.A. announce that they have
entered into a binding agreement for the sale of Fineldo's stake in
Indesit Company S.p.A. (BIT: IND). Whirlpool also entered into
binding share purchase agreements with members of the Merloni
family for their Indesit shares. Under these agreements, Whirlpool
would acquire shares representing a total of 66.8 percent of the
voting stock of Indesit. Whirlpool currently intends to finance
this transaction through cash on hand, together with private,
domestic and international public debt financing, depending on the
timing of closing and market conditions. The acquisition of control
of Indesit is subject to judicial and antitrust approvals and is
expected to close by the end of 2014.
"We expect this opportunity to position our European business
for growth and ongoing value creation with a well-respected and
established company such as Indesit," said Jeff M. Fettig, chairman and chief executive
officer of Whirlpool Corporation. "We consider acquisitions based
on strategic fit, shareholder value and a high degree of confidence
in our ability to execute. We believe this will ideally position us
for sustainable growth in the highly competitive and increasingly
global home appliance market in Europe. Whirlpool has demonstrated its
capability to create efficiencies and value through acquisitions,
and therefore we have high confidence that through this transaction
we will deliver strong returns to our shareholders and innovative
products to our consumers."
"The agreement announced today provides Indesit with the tools
to build a solid and sustainable future," said Gian Oddone Merli, chief executive officer at
Fineldo S.p.A. "During the last several months of discussions,
Whirlpool has proven to be the right partner, with a similar
culture and unique ability to offer long-term growth, capitalizing
on the attention to quality that has always characterized Indesit.
The benefits Indesit will derive from this investment are
significant, including the ability to bring its know-how and
products to a company with a global scale."
"We expect this transaction will enable us to create a more
efficient appliance company in Europe, with increased value through improved
asset utilization and complementary country positions, products,
brands and distribution," said Marc
Bitzer, president of North
America and Europe,
Middle East and Africa (EMEA) for Whirlpool. "We foresee the
acquisition strengthening and sustaining our European
manufacturing, and enabling our products to be competitive and
value-creating. European trade customers and consumers will benefit
from the improved efficiency through our investments in innovation
and technology leadership provided by the combined strength of
Whirlpool and Indesit."
THREE SHARE PURCHASE AGREEMENTS
In this transaction, Whirlpool simultaneously entered into share
purchase agreements (collectively, the "Share Purchase
Agreements") with Fineldo for a 42.7 percent stake in Indesit
(the "Fineldo Agreement"); certain members of the Merloni
family (the "Merloni Family Members") for a 13.2 percent
stake in Indesit (the "Merloni Family Agreement"); and Ms.
Claudia Merloni for a 4.4 percent
stake in Indesit. This total of 60.4 percent of Indesit stock
capital represents a 66.8 percent voting stake in Indesit, in light
of the treasury shares held by Indesit.
The purchase price under all three Share Purchase Agreements is
€11.00/USD $15.06 per Indesit share,
resulting in a total expected purchase price of €758 million/USD
$1.038 billion. Under the Fineldo
Agreement, however, the purchase price is subject to a possible
pre-closing downwards or upwards adjustment based on Indesit's
consolidated average net debt and net working capital. The purchase
price is based on Indesit's average net debt position for 2013 (to
be audited).
Fineldo and Merloni Family Agreements
Closings under the Fineldo Agreement and the Merloni Family
Agreement are subject to the prior issuance of required antitrust
clearances in the EMEA region and authorization by the Court of
Ancona (which must approve the sale under the terms of the
guardianship of Mr. Vittorio
Merloni, Fineldo's controlling shareholder) and other
customary conditions.
Closings under the Fineldo and Merloni Family Agreements are to
take place simultaneously and are currently expected to occur by
the end of 2014. Fineldo and the Merloni Family Members have agreed
with Whirlpool not to initiate, solicit, agree or execute with any
other person any transaction concerning their Indesit shares until
the earliest to occur of closings under the agreements;
July 31, 2015; or, if the Court of
Ancona does not authorize the transaction with Whirlpool,
December 31, 2014.
Either party's breach of its obligation to consummate the
transaction or Fineldo's breach of its exclusivity obligations
requires payment of at least €40 million/USD $54.8 million in liquidated damages.
Claudia Merloni Agreement
Closing under the agreement for the purchase of Ms. Claudia Merloni's 4.4 percent stake in Indesit
is not subject to antitrust and court authorization conditions.
This closing is expected to take place within the next five
business days. Whirlpool has agreed with Fineldo not to exercise
the voting rights attached to this stake or to file any slate of
candidates for the appointment of the board of directors and/or the
board of statutory auditors of Indesit until the closing of the
purchase of the Fineldo stake. Whirlpool has further agreed that,
if the closing of the Fineldo stake purchase does not occur by
July 31, 2015, it will resell these
Indesit shares within the following two years.
MANDATORY TENDER OFFER
Following closing of the acquisition of the Fineldo stake and
the Merloni Family Members stake, Whirlpool will launch a mandatory
tender offer on all remaining shares of Indesit in accordance with
Italian law at the highest price per Indesit share paid by
Whirlpool under the Share Purchase Agreements, which is currently
expected to be €11.00/USD $15.06 per
share. If the price-adjustment mechanism provided under the
contract results in the payment of a higher price per share at the
closing on the Fineldo Agreement, such higher price will apply also
to the mandatory tender offer.
ADDITIONAL INFORMATION
All currency translations are based on the closing rate as of
June 30, 2014.
For additional information about the transaction, see Whirlpool
Corporation's Current Report on Form 8-K, which will be filed
within the next four business days.
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.
About Fineldo S.p.A. and Indesit
Fineldo S.p.A. is a holding company whose assets include a
controlling interest in Indesit Company S.p.A., one of the European
leading manufacturers and distributors of major domestic
appliances. Indesit Company has eight industrial sites (in
Italy, Poland, the UK, Russia and Turkey) and approximately 16,000 employees.
The Group's main brands are Indesit, Hotpoint and Scholtès.
Whirlpool Additional Information
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements in this press release relating to the
acquisition of the shares in Indesit pursuant to the share purchase
agreements and the mandatory tender offer and the anticipated
benefits of such acquisitions 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, including, among other
things:
- the expectation that closing conditions for the stock purchase
agreements, including prior issuance of the required antitrust
clearances and the relevant authorizations by the Court of Ancona,
will be met;
- the expectation that the aggregate purchase price for the
acquisition of the shares pursuant to the Share Purchase Agreements
will be approximately €758 million/USD $1.038 billion, based on Indesit's average net
debt position for 2013, and subject, in the case of the
Fineldo stake, to certain adjustments;
- the expectation that the transactions under the Fineldo
Agreement and the Merloni Family Agreement will close by the end of
2014;
- the expectation that Whirlpool will carry out a mandatory
tender offer for the remaining shares of Indesit in accordance with
Italian law;
- the expectation that Whirlpool will have sufficient cash on
hand together with other public or private debt financing,
depending on the timing of the closing date and market conditions,
to finance the acquisition of the shares in Indesit;
- the expectation that Whirlpool will realize the expected
benefits of the acquisition of the shares in Indesit and the timing
of such realization; and
- the expectation that there will be no unexpected costs or
liabilities in connection with the acquisition of the shares in
Indesit.
In addition to the assumptions described above, reference should
also be made to the factors discussed under "Risk Factors" in
Whirlpool's periodic filings with the Securities and Exchange
Commission. Although the forward-looking statements contained in
this press release are based upon what are believed to be
reasonable assumptions, investors cannot be assured that actual
results will be consistent with these forward-looking statements,
and the differences may be material. These forward-looking
statements are made as of the date of this press release and,
except as expressly required by applicable law, Whirlpool assumes
no obligation to update or revise them to reflect new events or
circumstances.
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.
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SOURCE Whirlpool Corporation