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MarketScreener Homepage  >  Equities  >  Nyse  >  Whirlpool    WHR


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WHIRLPOOL CORP /DE/ : Regulation FD Disclosure (form 8-K)

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08/25/2020 | 09:53am EDT
Item 7.01. Regulation FD Disclosure.
On August 25, 2020, Guangdong Galanz Household Appliances Manufacturing Co.,
Ltd. ("Galanz") announced its intention to pursue a partial tender offer for
majority control of Whirlpool China Co. Ltd. ("Whirlpool China"), a
majority-owned subsidiary of Whirlpool Corporation (the "Company") with shares
listed on the Shanghai Stock Exchange. In its announcement, Galanz notes that it
expects to offer RMB 5.23 per share (approximately $0.76 per share) to obtain no
less than 51% and no more than 61% of Whirlpool China's outstanding shares. This
share price offer is equal to the daily weighted average trading price for
Whirlpool China stock over the 30 trading days prior to the announcement.
The Company welcomes the announcement. Galanz has been a valued supplier to the
Company for over 15 years. The Company has been evaluating a potential strategic
relationship in China to further strengthen the Whirlpool China business. We are
considering the terms of the offer and other aspects of this potential strategic
relationship along with any potential impact on the Company's financial
statements and other aspects of its operations.
We do not expect Galanz to launch a formal partial tender offer until regulatory
approvals are obtained. If an offer is launched, tender of our shares is subject
to Company board approval, and our shares cannot be tendered until a regulatory
transfer restriction expires on February 1, 2021.
The information in this Form 8-K is being furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that Section. The information in this
Form 8-K shall not be incorporated by reference into any filing under the
Securities Act of 1933, except as shall otherwise be expressly set forth by
specific reference in such filing.

Cautionary Statements Regarding Forward-looking Statements Certain statements in this current report relating to Galanz's intention of launching of a potential partial tender offer, the anticipated parameters (including timing and price per share) of such an offer, and the expected benefits and potential impacts of the offer and of a strategic relationship between the Company and Galanz constitute "forward-looking statements" within the meaning of the federal securities laws. These statements reflect management's current expectations regarding future events and speak only as of the date of this current report. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance and will not necessarily be accurate indications of whether or not, or the times at or by which, events will occur. Actual performance may differ materially from that expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things, the risk that timing for completion of these actions may be delayed, that such actions may not be completed at all, that expectations regarding price per share and amount of shares subject to the offer may not be realized, and that the benefits of such actions may not be realized. In addition to these risks, reference should also be made to the factors discussed under "Risk Factors" in Whirlpool Corporation's periodic filings with the Securities and Exchange Commission. Although the forward-looking statements contained in this current report are based upon what are believed to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. These forward-looking statements are made as of the date of this current report and, except as expressly required by applicable law, Whirlpool Corporation assumes no obligation to update or revise them to reflect new events or circumstances.

Website Disclosure We routinely post important information for investors on our website, whirlpoolcorp.com, in the "Investors" section. We also intend to update the Hot Topics Q&A portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.


© Edgar Online, source Glimpses

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