Whirlpool Corp, the world’s largest maker of home appliances, said it will buy 66.8 per cent of voting stock of Italian white goods maker Indesit Company SpA for about €758-million ($1.03-billion/£601.48 million) to spur its growth in Europe.
Whirlpool said it will buy a 42.7 per cent stake in Indesit from Fineldo SpA, the top investor in Indesit, while certain members of the Merloni family will sell a 13.2 per cent stake and Claudia Merloni will sell a 4.4 per cent stake in Indesit.
The total of 60.4 per cent of Indesit stock capital represents a 66.8 per cent voting stake, Whirlpool said. Whirlpool’s offer of 11 euros (about $15) per share represents a premium of 4.5 per cent to Indesit’s Thursday close.
The purchase price is based on Indesit’s average net debt position for 2013, Whirlpool said.
“We foresee the acquisition strengthening and sustaining our European manufacturing,” Marc Bitzer, president of North America and EMEA for Whirlpool, said in a statement on late Thursday.
The deal also includes a termination fee of €40-million in liquidated damages.
Whirlpool said it intends to finance the deal through existing cash and debt.
Fineldo has been exploring options on its stake since last year. In November, it hired an adviser to assess options for its investment in Indesit. In May, Fineldo said it could still opt to go ahead on a stand-alone basis.
Sweden’s Electrolux, the world’s second biggest home appliances maker, and China’s Sichuan Chaghong Electric, were also vying for a stake in the Italian company, sources said.
Whirlpool said following closing of the acquisition of the Fineldo stake and the Merloni family members’ stake, it will launch a mandatory tender offer on all remaining shares of Indesit at the highest price per share paid, currently expected to be 11.00 euros.
If the price-adjustment mechanism provided under the contract results in the payment of a higher price per share at the closing on the agreement, the higher price will apply to the mandatory tender offer.
Whirlpool, which sells its washers and dryers, stoves and refrigerators under brand names including Whirlpool, Maytag, KitchenAid and Jenn-Air, reported first-quarter earnings below analysts’ expectations as currency and other headwinds in Latin America and Asia offset modest sales increases in North America and Europe.
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