BENTON HARBOR, Mich.,
May 24, 2018 /PRNewswire/
-- Whirlpool Corporation (NYSE: WHR) ("Whirlpool") today
announced the preliminary results of its "modified Dutch Auction"
tender offer, which expired one minute after 11:59 p.m., New York
City time, on May 23,
2018.
Based on the preliminary count by Computershare Trust Company,
N.A., the depositary for the tender offer, a total of 7,192,653
shares of Whirlpool's common stock, $1.00 par value per share, were properly tendered
and not properly withdrawn at or below the purchase price of
$159.50 per share, including
4,676,808 shares that were tendered by notice of guaranteed
delivery. Whirlpool has been informed by the depositary that the
preliminary proration factor for the tender offer is approximately
87 percent.
In accordance with the terms and conditions of the tender offer,
and based on the preliminary count by the depositary, Whirlpool
expects to acquire approximately 6,269,592 shares of its common
stock at a price of $159.50 per
share, for an aggregate cost of approximately $1 billion, excluding fees and expenses relating
to the tender offer. These shares represent approximately 8.8
percent of the shares outstanding.
The number of shares to be purchased and the purchase price are
preliminary and subject to change. The preliminary information
contained in this press release is subject to confirmation by the
depositary and is based on the assumption that all shares tendered
through notice of guaranteed delivery will be delivered within the
two trading day settlement period. The final number of shares to be
purchased and the final purchase price will be announced following
the expiration of the guaranteed delivery period and completion by
the depositary of the confirmation process. Payment for the shares
accepted for purchase under the tender offer, and return of all
other shares tendered and not purchased, will occur promptly
thereafter.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC
acted as dealer managers for the tender offer. Stockholders who
have questions or would like additional information about the
tender offer may contact the information agent for the tender
offer, D.F. King & Co., Inc., toll-free at (800) 269-5550.
About Whirlpool
Whirlpool Corporation (NYSE: WHR) is the world's leading major
home appliance company, with approximately $21 billion in annual sales, 92,000 employees and
70 manufacturing and technology research centers in 2017. The
company markets Whirlpool, KitchenAid, Maytag, Consul, Brastemp,
Amana, Bauknecht, Jenn-Air, Indesit and other major brand
names in nearly every country throughout the world. Additional
information about the company can be found at
www.whirlpoolcorp.com, or find us on Twitter at @WhirlpoolCorp.
Whirlpool Corporation Additional Information
This document contains forward-looking statements about
Whirlpool that speak only as of the date of the communication.
Whirlpool disclaims any obligation to update these statements
except as required by law. Forward-looking statements in this
document may include, but are not limited to, statements regarding
tender offer results, pricing and timing. Many risks, contingencies
and uncertainties could cause actual results to differ materially
from Whirlpool's forward-looking statements. Additional
information concerning these and other factors can be found in
Whirlpool's filings with the U.S. Securities and Exchange
Commission, including the most recent annual report on Form 10-K
(including the information set forth under the caption "Risk
Factors"), quarterly reports on Form 10-Q, and current reports on
Form 8-K.
Website Disclosure
We routinely post important information for investors on our
website, www.whirlpoolcorp.com, in the "Investors" section. We
intend to use this webpage as a means of disclosing material,
non-public information and for complying with our disclosure
obligations under Regulation FD. Accordingly, investors should
monitor the Investors section of our website, in addition to
following our press releases, SEC filings, public conference calls,
presentations and webcasts. The information contained on, or that
may be accessed through, our webpage is not incorporated by
reference into, and is not a part of, this document.
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SOURCE Whirlpool Corporation