For a second time, Whirlpool Corp. has sweetened the pot in a bid to purchase rival Maytag Corp., submitting a $20-per-share binding offer worth $1.62 billion plus assumed debt.
“Our binding offer reflects both the value we see in the combination of Whirlpool and Maytag and the confidence we have in the ultimate receipt of regulatory approval for the transaction,” Jeff M. Fettig, Whirlpool’s chairman, president and chief executive, said in a written statement.
The bid, a $2-per-share premium to Whirlpool’s latest offer, was presented one day before its deadline to make a firm proposal. Both companies had agreed on the cutoff date.
Whirlpool, based in Benton Harbor, about 85 miles southwest of Grand Rapids, said it would pay half of the new purchase price in cash and half in stock. The company would assume $977 million in debt as part of the deal, for a total transaction of $2.6 billion.
Maytag spokesman John Daggett confirmed that the Newton, Iowa-based company received the proposal but declined to comment further.
Whirlpool’s offer was 43 percent higher than an initial bid of $14 per share, or about $1.13 billion, submitted by the investment group Triton Acquisition Holding Co. Maytag’s board accepted that all-cash offer on May 19 and shareholders are scheduled to vote on it on Aug. 19.
Whirlpool said its bid will expire the next day. The offer includes a commitment to pay a “reverse breakup fee” of $120 million if regulators do not approve the combination, along with $15 million to retain Maytag’s employees.
Whirlpool also agreed to pay a $40 million termination fee that Maytag would owe Triton if the investment group’s bid was rejected.
A telephone message seeking comment was left at the New York office of Triton spokesman Jeffrey Taufield.
Whirlpool has “put enough money on the table, they think, to pre-empt further bidding” by other interested parties, said Kevin O’Mara, a New York attorney who specializes in corporate mergers.
“They’re clearly looking to get this acquisition done,” he said.
Whirlpool initially submitted a tentative offer of $17 per share, or $1.35 billion, on July 17 that was contingent upon the company being given full access to Maytag’s financial information. Three days later, it increased the tentative offer to $18 per share, or $1.43 billion.
Maytag, the nation’s third-largest appliance maker, agreed July 26 to open its books to No. 1 Whirlpool. The two companies agreed that Whirlpool had until Tuesday to submit a firm offer.
In its proposal letter to Maytag officials, Whirlpool said its binding offer would “provide your shareholders (with) substantially greater value” when compared with Triton’s bid.
“We believe we have addressed in every manner the concerns we understood the Maytag board to have had with a potential combination with Whirlpool,” the letter said. “Most importantly, we are providing a tremendous economic package of benefits to Maytag and its shareholders, and one that we believe would be strongly welcomed and supported by your shareholders.”