Whirlpool Enters into Agreements to Acquire Majority Interest in Indesit

   Whirlpool Enters into Agreements to Acquire Majority Interest in Indesit

PR Newswire

BENTON HARBOR, Mich. and MILAN, Italy, July 10, 2014

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 withprivate, 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.

Whirlpool Corporation Logo.

"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:

  othe 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;
  othe 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;
  othe expectation that the transactions under the Fineldo Agreement and the
    Merloni Family Agreement will close by the end of 2014;
  othe expectation that Whirlpool will carry out a mandatory tender offer for
    the remaining shares of Indesit in accordance with Italian law;
  othe 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;
  othe expectation that Whirlpool will realize the expected benefits of the
    acquisition of the shares in Indesit and the timing of such realization;
    and
  othe 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.

Logo- http://photos.prnewswire.com/prnh/20040202/DETU004LOGO

SOURCE Whirlpool Corporation

Contact: Whirlpool Corporation, Media: 269/923-7405, or Media@Whirlpool.com;
Financial: Chris Conley, 269/923-2641, Investor_Relations@Whirlpool.com;
Contact: Fineldo S.p.A., Via della Scrofa, 64, Rome, Italy
 
Press spacebar to pause and continue. Press esc to stop.