Whirlpool to acquire majority interest in Indesit

Whirlpool Corporation have entered into a binding agreement for the sale of Fineldo’s stake in Indesit Company S.p.A..
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 with private, 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.

“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.”

In this transaction, Whirlpool simultaneously entered into share purchase agreements with Fineldo for a 42.7 percent stake in Indesit; certain members of the Merloni family for a 13.2 percent stake in Indesit; 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).

“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.”

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