By Ted Mann in New York and Jens Hansegard in Stockholm
General Electric Co. has abandoned a $3.3 billion agreement to
sell its appliances business to Electrolux AB of Sweden, walking
away from the deal in the middle of a courtroom fight with U.S.
antitrust regulators.
The transaction was in jeopardy since the summer, when the U.S.
Justice Department filed a lawsuit to block it, arguing that a
combination would diminish competition and result in higher prices
for kitchen appliances. "This deal was bad for the millions of
consumers who buy cooking appliances every year. Electrolux and
General Electric could not overcome that reality at trial," Justice
Department lawyer David Gelfand said Monday.
The deal's collapse adds to an expanding list of transactions
that have fallen at the hands of U.S. antitrust enforcers appointed
by President Barack Obama. Last week, two major tuna producers
called off a $1.5 billion merger in light of Justice Department
antitrust concerns. Antitrust objections by the Justice Department
earlier this year derailed Comcast Corp.'s bid for Time Warner
Cable Inc.
The Federal Trade Commission won a ruling in June that blocked
the $3.5 billion combination of food-distribution rivals Sysco
Corp. and US Foods Inc. The agency could announce as soon as Monday
whether it will challenge Staples Inc.'s proposed acquisition of
Office Depot Inc.
Top executives from Electrolux and GE had testified during the
appliances trial, which has been under way in Washington, D.C.,
since early November. Though the court handling the case had yet to
render a verdict, GE used its right to terminate the sale after 15
months of talks, which was its first opportunity to walk away from
the transaction and collect a breakup fee.
GE said Monday that it is entitled to a $175 million breakup
fee. Electrolux, though, said it was reviewing the terms of the
breakup fee.
Shares in Electrolux were off 14% in Stockholm late Monday
afternoon, while GE shares were down less than 1% in New York at
midday.
"The appliances business is performing well and GE will continue
to run the business while it pursues a sale," GE said. The
conglomerate said the collapse of the Electrolux deal represents
only a hiccup in its company-wide shift away from retail goods and
toward its high-tech, heavy-industry units. GE briefed investors
last week on its plans for the power-equipment business it bought
for $10.3 billion from Alstom SA of France.
Longbow Research analyst David MacGregor said it has been a good
year in the appliances business. He added that GE would have other
options as it seeks a buyer for the appliances business, including
manufacturers and private-equity investors. Still unknown is
whether another buyer would match the $3.3 billion price agreed to
by Electrolux.
Overall appliance shipments in the U.S. are on track for a 6%
increase, compared with 5% growth in 2014, he said. And because it
was preparing for the Electrolux sale, GE has already begun some of
the streamlining work that would make the appliances unit
attractive to other prospective buyers. "It's probably a stronger
business today than it was a year ago, " he said.
GE has long had confidence that it could find another buyer if
the Electrolux deal fell through, according to people familiar with
the company's thinking. During the company's third-quarter earnings
call, Chief Financial Officer Jeff Bornstein said GE would have to
adjust its projections if the appliances deal wasn't closed by
year-end. But he said hanging on to a full quarter of earnings from
the appliances business would offset some of the pain from not
completing the sale.
Monday's decision by GE marks a setback for Electrolux, which
had hoped to create an appliances seller capable of competing with
Asian behemoths and Whirlpool Corp. of the U.S. "We are
disappointed but we are certainly not defeated," Electrolux Chief
Executive Keith McLoughlin said during a conference call.
At the trial, Mr. McLoughlin had testified that the GE
acquisition was "absolutely critical" for Electrolux's
business.
Mr. McLoughlin, a graduate of the U.S. Military Academy at West
Point, said Electrolux would examine GE's demand to be paid the
$175 million breakup fee. "We are going to review the conditions
under which it is payable," he said.
With a strong balance sheet, Electrolux will continue to look
for acquisitions, Mr. McLoughlin said.
The proposed acquisition of the GE business, a leading supplier
of kitchen equipment to U.S. homes, was announced on Sept. 8, 2014,
but it became clear in recent months that the companies might
struggle to get regulatory approval.
The Justice Department sued Electrolux and GE in July, arguing
the transaction would have left consumers with few competitive
options for cooking appliances. It said the deal would have harmed
home builders and others who buy appliances in bulk, as well as
budget-minded consumers who needed lower-priced ranges.
The merged Electrolux-GE business would have had about
one-quarter of the U.S. market last year, compared with roughly 30%
for Whirlpool, and 13% and 11%, respectively, for South Korean
rivals LG Corp. and Samsung Electronics Co., according to data from
TraQline.
Electrolux said the settlement proposals it offered the Justice
Department were reasonable and would have addressed competition
concerns. "Unfortunately, these proposals were rejected,"
Electrolux said.
In his opening statement of the antitrust court proceedings,
Justice Department lawyer Ethan Glass said competition between GE
and Electrolux has benefited appliance consumers for a generation.
If the acquisition wasn't stopped, Electrolux would sell two out of
every three ranges sold in the U.S. and prices could rise 5% or
more, he said.
Brent Kendall in Washington contributed to this article.
Write to Jens Hansegard at jens.hansegard@wsj.com
(END) Dow Jones Newswires
December 07, 2015 13:09 ET (18:09 GMT)
Copyright (c) 2015 Dow Jones & Company, Inc.
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