Appliance maker Maytag Corp. Sunday said a revised $18 a share buyout offer from Whirlpool Corp. "may reasonably be expected" to lead to a better deal than its pending merger pact, but cited risks to a deal with its larger rival.
Maytag said that determination was a requirement under its agreement with the group led by Ripplewood Holdings, which bid $14 a share, to share information and begin talks with Whirlpool .
Whirlpool received Maytag's response, and "it behooves us to fully analyze" it, spokesman Stephen Duthie said.
Maytag stated its board had not changed its support of the Ripplewood deal.
Maytag's statement said it expects terms of any definitive merger accord with Whirlpool "will take into account the risks to Maytag of non-consummation, Whirlpool's assertion that the antitrust clearance process can be completed by the end of 2005, and Whirlpool's overwhelming confidence that there is no antitrust problem."
But Maytag added that Whirlpool's proposal was uncertain as to timing of completion, valuation of any stock consideration, Whirlpool's due diligence process and mechanisms to address regulatory risks.
It added that it would require greater certainty to these issues before sharing "competitively sensitive" information with Whirlpool.
In an effort to get Maytag to begin talks that could lead to a merger pact, Whirlpool raised its offer late Friday to $18 a share after Maytag said its board was unable to determine if Whirlpool's initial $17 a share bid was superior to the Ripplewood offer.
Whirlpool, the No. 1 U.S. appliance company, on Friday said it was willing to discuss "reasonable mechanisms" to address Maytag's concerns about antitrust issues, including paying a $40 million breakup fee for Maytag to sever the Ripplewood deal as well as a reverse breakup fee.
Antitrust lawyers have said a Whirlpool-Maytag combination could face hurdles tied to appliance market share.
Maytag, the third-biggest U.S. appliance maker, agreed to be acquired by Ripplewood in May, and the $14 a share bid is due to be put to a shareholder vote on Aug. 19.
The Ripplewood pact has received regulatory approval but some Maytag shareholders have publicly said it does not fairly value the maker of Hoover vacuums and Jenn-Air and Amana appliances.
Whirlpool's initial $17 a share cash-and-stock offer, made a week ago, topped Ripplewood's cash bid and a $16 a share offer from a group including Haier, China's largest appliance maker. Haier withdrew its bid days later.
Whirlpool, whose brands include KitchenAid, said it had the support of many retailers, and Maytag said Sunday that its board considered that in determining whether a Whirlpool deal could be superior to Ripplewood's.
