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Whirlpool Blasts GE ‘Interference’ In Roper Acquisition

March 9, 1988

BENTON HARBOR, Mich. (AP) _ Roper Corp. says it will meet with General Electric Co. to discuss an unsolicited $423 million takeover offer despite a pending merger agreement with Whirlpool Corp.

The Augusta, Ga.-based company maintained Tuesday that its earlier agreement with Whirlpool didn’t preclude meetings with GE. Roper said it would advise shareholders about its stance on the GE offer by March 18.

Whirlpool, meanwhile accused GE of ″deliberate and heavy-handed interference″ in its efforts to acquire Roper, which manufactures some of the gas and electric ranges currently marketed by GE.

GE on Monday bid $45 a share, or $423 million, to acquire 9.4 million outstanding shares of Roper stock. The offer came a week after announcement of a definitive agreement under which Whirlpool would pay $37.50 a share, or $350 million, for outstanding Roper stock.

GE’s tender offer for Roper expires April 1; Whirlpool’s expires March 25.

The prior agreement ″remains in the best interest of shareholders, customers and employees of both companies and ... Whirlpool remains firmly committed to effecting the agreed-upon transaction,″ Benton Harbor-based Whirlpool said in a statement released in Detroit.

The statement said Whirlpool officials were ″considering a full range of options to complete the transaction.″ It did not specify how the GE bid would be countered but noted that Roper directors unanimously approved the agreement with Whirlpool.

Whirlpool was ″deeply disturbed by GE’s deliberate and heavy-handed interference with its definitive merger agreement with Roper,″ the statement said.

Whirlpool officials also were concerned ″that GE’s offer was inspired by a fear of the increased competition a Whirlpool-Roper combination would bring, especially for GE’s Hotpoint brand,″ the statement said.

Calls to GE headquarters in Fairfield, Conn., were unanswered late Tuesday. GE said it made the offer after learning from a Securities and Exchange Commission filing that Roper agreed to the Whirlpool merger under the threat of a unilateral takeover.

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