Takeover Panel sets deadline for US approach on AGA
DOMESTIC appliance giant Whirlpool has been told it has until September 14 to say whether it intends mounting a bid to buy cooker and boiler manufacturer AGA Rangemaster.
The deadline has been set by the Takeover Panel following the announcement of Whirlpool’s approach for the Midlands-based business on Tuesday.
In an announcement to the London Stock Exchange, the panel’s executive said: “The Executive Panel has ruled that unless (it) consents otherwise, Whirlpool must, by 5pm on Monday September 14, 2015, either announce a firm intention to make an offer for AGA under Rule 2.7 of the (Takeover) Code or announce that it does not intend to make an offer for AGA.”
The audacious bid to capture the iconic British brand has thrown a spanner into the works for Whirlpool’s US rival, the Middleby Corporation which had been expecting its £129m offer for the company to be accepted.
AGA shareholders have been recommended to approve the offer by Middleby at a general meeting on September 8. The court sanction hearing in respect of the offer is due to take place on Wednesday September 16.
AGA has said any offer from Whirlpool is subject to the satisfaction or waiver of a number of conditions including due diligence.
AGA said even if the Middleby offer was approved at the meeting this would not prejudice the company’s ability to recommend any formal offer made by Whirlpool to AGA shareholders.
Nevertheless, AGA said it was also keen to protect the interest of its shareholders and would be progressing the Middleby bid to a previously agreed timetable.
In its own statement, Middleby said confirmed it would be continuing with the acquisition process in line with the timetable with AGA.
It said: “Middleby and AGA believe that the acquisition by Middleby recognises the quality of AGA’s businesses and its prospects and provides a compelling opportunity for AGA Shareholders to realise value from their current holdings.
“As AGA has stated, the making of an offer by Whirlpool is subject to a number of conditions and there is no certainty that any offer will be forthcoming or as to the terms of any offer. By contrast, Middleby’s acquisition has no regulatory or anti-trust conditions. Accordingly, if the Middleby acquisition is approved by AGA shareholders and the court, shareholders will be paid the consideration within 14 days of September 23, 2015.”
The US group said it was encouraging AGA shareholders to consider the motivations behind Whirlpool’s approach, in particular why it had waited until this late stage in the process to make an approach.
“Middleby urges AGA shareholders to be wary that there is no certainty Whirlpool will ultimately make any offer,” it added. “Therefore, Middleby encourages all (AGA) shareholders to vote in favour of the scheme.”
Each of AGA, Middleby and Whirlpool has accepted the panel’s ruling.
