competition would diminish in any product category."
Maytag also reported that following the making by Whirlpool of its earlier proposal, Triton Acquisition informed Maytag that, in Triton Acquisition's view, the transaction proposed by Whirlpool did not satisfy the prerequisites for Maytag's Board making the determination required under the merger agreement in order to furnish information to, and have discussions with, Whirlpool, including that such transaction "is reasonably capable of being completed, taking into account all financial, regulatory, legal and other aspects."
Triton Acquisition has also advised Maytag, as Triton Acquisition did, and as was previously reported by Maytag, concerning discussions and due diligence between Maytag and Haier, that discussions, negotiations and/or due diligence by Maytag with Whirlpool will, in Triton Acquisition's view, give Triton Acquisition the right to terminate the existing merger agreement. Maytag believes that its actions are in accord with the merger agreement and do not give Triton Acquisition any termination rights.
Maytag also said that its Board of Directors has not changed its recommendation of the existing Maytag/Triton Acquisition transaction. Notwithstanding the determination that the Whirlpool proposal may reasonably be expected to lead to a financially superior transaction that is reasonably capable of being completed, Maytag noted that the Whirlpool proposal is, among other things, uncertain as to the timing of completion, the form of consideration and the valuation of any stock consideration, Whirlpool's due diligence process, and the mechanisms referred to by Whirlpool to address regulatory and other closing risks.
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