Filed by: Whirlpool Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Maytag Corporation
Commission File No: 1-655
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WHIRLPOOL COMMUNICATION PLAN
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EMPLOYEE Q&A
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About Whirlpool's proposal for Maytag.
1. WHAT DOES THIS TRANSACTION MEAN FOR ME?
Today's announcement does not impact you or change the workday in any way
-- we should move forward in "business as usual" mode.
2. WILL THERE BE LAYOFFS? IF SO, HOW MANY EMPLOYEES WILL BE AFFECTED, IN WHAT
LOCATIONS, AND WHEN?
We are at the very beginning of the process, so it's too early to
speculate on what may or may not happen.
3. WHY DOES THIS TRANSACTION MAKE SENSE FOR WHIRLPOOL?
We believe that combining Whirlpool and Maytag would bring tremendous
benefits to both companies, as well as to our respective shareholders,
trade customers, consumers and employees. Whirlpool has a strong track
record of investing in innovation, quality, customer service and a robust
supply chain. By combining these resources, we believe we can reinvigorate
the Maytag brand.
This proposed acquisition, if completed, would complement our strategy to
build customer loyalty through strong brands. With Maytag's brands, our
brand portfolio increases our ability to reach an even broader consumer
market.
4. WHAT HAPPENS NEXT?
We will evaluate our alternatives after Maytag's board responds to our
proposal. Hopefully the next step will be for us to begin due diligence
and talks with Maytag's management.
5. IF WE FAIL TO COMPLETE THIS TRANSACTION, WHAT DOES IT MEAN FOR WHIRLPOOL?
Whirlpool is in great shape with solid brands and is well positioned in
its markets, with excellent performance and growth prospects on our own.
6. I'VE READ THAT MAYTAG HAS ALREADY RECEIVED TWO OTHER BIDS. ARE WE
CONCERNED ABOUT OTHER BIDDERS? WHO ELSE MIGHT JUMP IN?
We're confident that we've made a compelling offer that is financially and
strategically superior to any competing offer. Beyond that, we can't
speculate.
7. HOW WILL THE PROPOSED MERGER INTEGRATION WORK?
It is premature to speculate as to specifics at this time.
8. WHAT WILL BE THE COMBINED ENTITY'S NAME? ITS HEADQUARTERS? ITS CEO?
It's premature to get into specifics at this time. But, remember we view
this proposal, if it becomes a reality, as positive for Whirlpool. We
enter into it from a position of strength -- as the world leader in
manufacturing and marketing quality home appliances.
9. IS HAIER STILL INTERESTED IN BUYING MAYTAG?
Maytag Corporation reported on Tuesday that Haier and its two private
equity partners have dropped out of the bidding for ownership of Maytag
Corp. As a result, that leaves Whirlpool and Ripplewood Holding LLC as the
two parties that have announced interest in buying Maytag.
10. WHAT DOES HAIER'S WITHDRAWAL MEAN FOR US?
Haier's withdrawal does not affect Whirlpool's interest in acquiring
Maytag.
We have said we believe that combining Whirlpool and Maytag would bring
tremendous benefits to both companies, as well as to our respective
shareholders, trade customers, consumers and employees. Whirlpool has a
strong track record of investing in innovation, quality, customer service
and a robust supply chain. By combining these resources, we believe we can
reinvigorate the Maytag brand.
This proposed acquisition, if completed, would complement our strategy to
build customer loyalty through strong brands. With Maytag's brands, our
brand portfolio increases our ability to reach an even broader consumer
market.
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IMPORTANT INFORMATION
This material may contain forward-looking statements that speak only as of this
date. The company disclaims any obligation to update such information.
Forward-looking statements include, but are not limited to, statements regarding
expected earnings per share, cash flow, and material costs for the full year
2005, as well as the expected consequences of enacted price increases. Although
the company believes that the expectations reflected in the forward-looking
statements are reasonable, it can give no assurance that those expectations will
prove to have been correct. A discussion of certain factors that could cause
results to differ materially from those anticipated is found in the company's
most recently filed Form 10-Q or Form 10-K. Other recent factors are whether the
company's proposal to acquire Maytag Corporation will be successful and, if the
acquisition is completed, whether the expected synergies will be realized.
This material is not a substitute for the prospectus/proxy statement Whirlpool
and Maytag would file with the Securities and Exchange Commission if a
negotiated agreement with Maytag is reached. Investors are urged to read any
such prospectus/proxy statement, when available, which would contain important
information. The prospectus/proxy statement would be, and other documents filed
by Whirlpool and Maytag with the Securities and Exchange Commission are,
available free of charge at the SEC's website (www.sec.gov) or from Whirlpool by
directing a request to Whirlpool Corporation, 2000 North M-63, Mail Drop 2800,
Benton Harbor, MI 49022-2692, Attention: Larry Venturelli, Investor Relations.
Whirlpool is not currently engaged in a solicitation of proxies from the
stockholders of Maytag in connection with Whirlpool's proposed acquisition of
Maytag. If a proxy solicitation commences, Whirlpool, Maytag and their
respective directors, executive officers, and other employees may be deemed to
be participants in such solicitation. Information about Whirlpool's directors
and executive officers is available in Whirlpool's proxy statement, dated March
18, 2005, for its 2005 annual meeting of stockholders. Additional information
about the interests of potential participants will be included in the
prospectus/proxy statement Whirlpool and Maytag would file if a negotiated
agreement with Maytag is reached.