BENTON HARBOR, Mich.,
April 25, 2019 /PRNewswire/
-- Whirlpool Corporation (NYSE: WHR) today announced that it
received notice of an unsolicited "mini-tender" offer by Peer &
Peri LLC (Peer & Peri) to purchase up to 30,000 shares of
Whirlpool common stock, which represents approximately 0.05% of the
Company's outstanding shares. Peer & Peri's offer price
of $110.00 per share in cash is
approximately 21% lower than the $139.36 closing price of Whirlpool shares on
April 22, 2019, the date of the
commencement of the mini-tender offer.
Whirlpool is not associated with Peer & Peri, its
mini-tender offer or the mini-tender offer documentation, and the
Peer & Peri mini-tender offer is not related in any way to
Whirlpool's share repurchase program. However, the rules and
regulations of the Securities Exchange Act of 1934 require
Whirlpool to publicize its position with respect to the mini-tender
offer.
Whirlpool strongly recommends against stockholders tendering
shares in response to the mini-tender offer, as the offer price was
significantly below the market price of Whirlpool's stock as of the
commencement of the mini-tender offer.
Companies like Peer & Peri have made similar unsolicited
below-market mini-tender offers for shares of other public
companies. Mini-tender offers seek to acquire less than 5 percent
of a company's shares outstanding. Consequently, they can avoid
many disclosure and procedural requirements of U.S. Securities and
Exchange Commission (SEC) rules that apply to offers for more than
5 percent of a company's shares outstanding. As a result,
mini-tender offers do not provide investors with the same level of
protection as provided by larger tender offers under United States securities laws.
The SEC has cautioned investors about mini-tender offers,
stating that mini-tender offers "have been increasingly used to
catch investors off guard," and that investors "may end up selling
their securities at below-market prices." The SEC's guidance to
investors on mini-tender offers is available at
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html
Please be aware that stockholders are not required to respond to
Peer & Peri's offer. Stockholders should obtain current
market quotations for their shares, consult with their broker or
financial advisor, and exercise caution with respect to Peer &
Peri's mini-tender offer.
Whirlpool recommends that stockholders who have not responded to
Peer & Peri's offer take no action. Whirlpool also recommends
that stockholders who have already tendered their shares withdraw
those shares in accordance with Peer & Peri's offering
documents, at any time prior to 5:00
p.m., New York City time,
on May 24, 2019. Peer & Peri may
extend the offering period at its discretion.
Whirlpool encourages brokers and dealers, as well as other
market participants, to review the SEC's letter regarding
broker-dealer mini-tender offer dissemination and disclosure
available
at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Whirlpool requests that a copy of this news release be included
with all distributions of materials relating to Peer & Peri's
mini-tender offer related to shares of Whirlpool's common
stock.
About Whirlpool Corporation
Whirlpool Corporation (NYSE: WHR) is the leading major appliance
manufacturer in the world, with approximately $21 billion in annual sales, 92,000 employees and
65 manufacturing and technology research centers in 2018. The
company markets Whirlpool, KitchenAid, Maytag, Consul, Brastemp,
Amana, Bauknecht, JennAir, Indesit and other major brand names
in nearly every country throughout the world. Additional
information about the company can be found at whirlpoolcorp.com, or
find us on Twitter at @WhirlpoolCorp.
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SOURCE Whirlpool Corporation