July 17 -- Whirlpool Co. on Sunday night offered to buy rival Maytag Corp. for about $1.4 billion in cash and stock, an unsolicited proposal that could set off a politically sensitive takeover fight for the venerable but troubled Iowa appliance manufacturer.
Whirlpool's proposal comes a month after a consortium of investors led by the American unit of Chinese appliance company Haier Group expressed interest in buying Maytag for about $1.3 billion. Haier Group's bid includes funds from U.S. private equity firms Blackstone Group LP and Bain Capital LLC.
Haier Group's proposal, which followed a successful bid by the Chinese firm Lenovo Group to buy International Business Machines Corp.'s personal computer business, helped touch off a wave of anxiety about the ambition of Chinese companies to grow into global brands by snapping up well-known U.S. firms. Maytag, long known for ads featuring its under-employed repairman, produces such iconic American brands as Hoover vacuum cleaners and Amana appliances.
The anxiety level increased last month after the Chinese oil company Cnooc Ltd. made a hostile $18.5 billion bid for California-based Unocal Corp. Some members of Congress strongly oppose Cnooc's bid, saying the Chinese firm benefits from below market-rate financing from the Communist government in Beijing and that selling a U.S. oil company to a Chinese firm could threaten national security. Unocal's board agreed to an earlier $16.5 billion takeover offer from Chevron Corp. but is considering Cnooc's higher offer.
Experts have said Haier Group's offer for Maytag has no national security issues, dealing as it does with washers and dryers rather than oil and gas. But the offer does present some of the same tough questions about trade relations between the United States and China raised by the Cnooc bid for Unocal.
As with Cnooc, Haier is majority-owned by the Chinese government and the firm's chief executive, Zhang Ruimin, is a ranking member of the Communist Party. Critics say this could give the firm unfair financial support from the state.
In a letter Sunday to Maytag chief executive Ralph F. Hake outlining his firm's proposal, Whirlpool's chairman and chief executive, Jeff M. Fettig, did not directly refer to growing financial competition between the United States and China.
He said, however, that a Whirlpool-Maytag combination would create a strong competitor in a marketplace that now includes "a growing number of foreign appliance makers." Maytag, the third largest U.S. appliance maker behind Whirlpool and General Electric, has struggled in recent years with rising labor costs and harsh pricing competition. .
Officials at Maytag, Blackstone Group and Bain Capital could not be reached Sunday for a comment.
In his letter to Hake, Fettig said Whirlpool would be willing to pay $17 for each Maytag share, with "at least 50 percent" coming in cash and the rest in Whirlpool shares. The letter from Fettig does not represent a formal offer, which would come only after direct talks between Maytag and Whirlpool. The investors led by Haier Group, who said they would be willing to acquire all outstanding Maytag stock for $16 per share, also have not submitted a formal offer.
Ji Guangqiang, a spokesman for Haier Group in Qingdao, China, declined to say whether his company would continue to pursue Maytag, asserting that government regulations prevent the state-owned company from speaking with the press without requesting an interview through the Foreign Affairs Office of the municipal government.
As China's state-owned companies go abroad to buy up foreign firms to develop new markets, they have increasingly sought to argue that they operate independently of the government. But Ji said that his company is under strict orders to say nothing publicly without going through proper state channels.
To be successful, Whirlpool or Haier Group would have to upset an existing $1.1 billion acquisition offer for Maytag from a group of U.S. private equity investment firms led by Ripplewood Holdings LLC. Maytag's board has endorsed that offer and a shareholder vote is scheduled for Aug. 19. But Maytag has said it is considering the higher offer from Haier Group. A spokesman at Ripplewood could not be reached Sunday for a comment.
In his letter to Maytag, Fettig said that to complete an agreement before the Aug. 19 vote on the Ripplewood deal, Whirlpool would submit a formal offer for consideration by Maytag's board by Aug. 9.
Whirlpool executives hope to begin working with Maytag on formal deal terms as soon as Monday morning, said a person close to the deal, who spoke on condition of anonymity because the deal was not final. The person noted that Fettig and Hake are friends and former colleagues at Whirlpool, the world's second largest appliance manufacturer behind Electrolux of Sweden.
Whirlpool and Maytag have thus far had no discussions about a potential deal, the person said, adding that Whirlpool began examining a Maytag acquisition in May.
In addition to the $17 per share, Whirlpool said in a statement Sunday that it would agree to assume $969 million of Maytag's debt. Whirlpool said that would raise the value of its offer to $2.3 billion.
The other proposals also include assuming Maytag's debts.
Fettig said in his letter to Hake that Whirlpool's offer is "demonstrably superior" to Ripplewood's because of its higher dollar value and because the combination would offer Maytag shareholders continued ownership of the combined company.
Special correspondent Eva Woo in Shanghai contributed to this report.