Dec 7 Electrolux GE

IN THE UNITED STATES DISTRICT COURTFOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA,

Plaintiff,

v.

AB ELECTROLUX, et al.

Defendants.

Case No. 1:15-cv-01039-EGS

NOTICETERMINATION OF STOCK AND ASSET PURCHASE AGREEMENT

Defendants AB Electrolux and Electrolux North America, Inc. (together “Electrolux”)

and General Electric Company (“GE”) hereby provide notice that, on December 7, 2015, GE

exercised its right to terminate the Stock and Asset Purchase Agreement dated September 7,

2014 that was the subject this action. (See press releases at Exhibits A, B).

Defendants sent letters this morning to the Premerger Notification Office of the Federal

Trade Commission and to the Office of Operations at the Antitrust Division of the U.S.

Department of Justice voluntarily withdrawing GE’s and AB Electrolux’s respective Hart-Scott-

Rodino Premerger Notification Filings. (Exhibits C, D, E, and F). Defendants separately

notified Plaintiff’s attorneys by phone and by letter consenting to dismissal of this action without

prejudice. (Exhibit G).

At the start of Court today, Defendants’ counsel will address the implications of these

events on the litigation.

Case 1:15-cv-01039-EGS Document 372 Filed 12/07/15 of 4

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Dated: December 7, 2015 Respectfully submitted,

/s/ John M. MajorasJohn M. Majoras (DDC No. 474267)Joe Sims (DDC No. 962050)Michael R. Shumaker (admitted pro hac vice)JONES DAY51 Louisiana Avenue, NWWashington, DC 20001Telephone: (202) 879-3939Facsimile: (202) [email protected]@[email protected]

Daniel E. Reidy (admitted pro hac vice)Paula W. Render (admitted pro hac vice)JONES DAY77 West Wacker DriveChicago, IL 60601-1692Telephone: (312) 782-3939Fascimile: (312) [email protected]@jonesday.com

Thomas Demitrack (admitted pro hac vice)JONES DAYNorth Point901 Lakeside AvenueCleveland, OH 44114-1190Telephone: (216) 586-3939Fascimile: (216) [email protected]

Counsel for Defendants AB Electrolux andElectrolux North America, Inc.

/s/ Paul T. DenisPaul T. Denis (DDC No. 437040)Paul H. Friedman (DDC No. 290635)Michael G. Cowie (DDC No. 432338)DECHERT LLP1900 K Street NWWashington, DC. 20006


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Telephone: (202) 261-3300Facsimile: (202) [email protected]@[email protected]

Counsel for Defendant General ElectricCompany


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CERTIFICATE OF SERVICE

I certify that on this 7th day of December, 2015, I caused this document to be filedelectronically and served electronically via ECF pursuant to LCvR 5.4. Notice of this filing willbe sent to all parties by operation of the court’s electronic filing system or by email and U.S.mail to anyone unable to accept electronic filing as indicted on the Notice of Electronic Filing.

/s/ Craig G. FallsCraig G. Falls (DC Bar No. 502368)DECHERT LLP1900 K Street NWWashington, DC 20006Telephone: (202) 261-3373Facsimile: (202) [email protected]

Attorney for Defendant General Electric Company


mailto:[email protected]

EXHIBIT A

Case 1:15-cv-01039-EGS Document 372-1 Filed 12/07/15 Page 1 of 3

PRESS RELEASE

GE Statement on Appliances Business

FAIRFIELD, Conn. – December 7, 2015 – GE announced today it has terminated its agreement to sell its Appliances business to Electrolux and will now pursue other options to sell the Appliances business. GE is entitled to a break-up fee of $175 million from Electrolux. The Appliances business is performing well and GE will continue to run the business while it pursues a sale. About GE GE (NYSE: GE) is the world’s Digital Industrial Company, transforming industry with software-defined machines and solutions that are connected, responsive and predictive. GE is organized around a global exchange of knowledge, the "GE Store," through which each business shares and accesses the same technology, markets, structure and intellect. Each invention further fuels innovation and application across our industrial sectors. With people, services, technology and scale, GE delivers better outcomes for customers by speaking the language of industry. www.ge.com ### Caution Concerning Forward-Looking Statements:

This document contains "forward-looking statements" – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," or "target." Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about our announced plan to reduce the size of our financial services businesses, including expected cash and non-cash charges associated with this plan; expected income; earnings per share; revenues; organic growth; margins; cost structure; restructuring charges; cash flows; return on capital; capital expenditures, capital allocation or capital structure; dividends; and the split between Industrial and GE Capital earnings. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include: obtaining (or the timing of obtaining) any required regulatory reviews or approvals or any other consents or approvals associated with our announced plan to reduce the size of our financial services businesses; our ability to complete incremental asset sales as part of that plan in a timely manner (or at all) and at the prices we have assumed; changes in law, economic and financial conditions, including interest and exchange rate volatility, commodity and equity prices and the value of financial assets, including the impact of these conditions on our ability to sell or the value of incremental assets to be sold as part of our announced plan to reduce the size of our financial


http://www.ge.com/

services businesses as well as other aspects of that plan; the impact of conditions in the financial and credit markets on the availability and cost of GECC's funding, and GECC's exposure to counterparties; the impact of conditions in the housing market and unemployment rates on the level of commercial and consumer credit defaults; pending and future mortgage loan repurchase claims and other litigation claims in connection with WMC, which may affect our estimates of liability, including possible loss estimates; our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so; the adequacy of our cash flows and earnings and other conditions which may affect our ability to pay our quarterly dividend at the planned level or to repurchase shares at planned levels; GECC's ability to pay dividends to GE at the planned level, which may be affected by GECC's cash flows and earnings, financial services regulation and oversight, and other factors; our ability to convert pre-order commitments/wins into orders; the price we realize on orders since commitments/wins are stated at list prices; customer actions or developments such as early aircraft retirements or reduced energy demand and other factors that may affect the level of demand and financial performance of the major industries and customers we serve; the effectiveness of our risk management framework; the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of financial services regulation and litigation; our capital allocation plans, as such plans may change including with respect to the timing and size of share repurchases, acquisitions, joint ventures, dispositions and other strategic actions; our success in completing, including obtaining regulatory approvals for, announced transactions, such as the Appliances disposition and our announced plan and transactions to reduce the size of our financial services businesses; our success in integrating acquired businesses and operating joint ventures; our ability to realize anticipated earnings and savings from announced transactions, acquired businesses and joint ventures; the impact of potential information technology or data security breaches; and the other factors that are described in "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014. These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements.

This document includes certain forward-looking projected financial information that is based on

current estimates and forecasts. Actual results could differ materially.

Media Contact: Seth Martin, 203.572.3567 [email protected]

Investor Contact: Matt Cribbins, 203.373.2424 [email protected]




EXHIBIT B


General Electric (“GE”) has notified Electrolux that it has terminated the agreement pursuant to which Electrolux had agreed to acquire the appliance business of GE. The termination is effective as of December 7, 2015. Therefore, the transaction will not be completed. The proposed acquisition was announced on September 8, 2014. As previously communicated, on July 1, 2015 the US Department of Justice (“DOJ”) sued Electrolux and GE to stop the proposed acquisition. Electrolux has made extensive efforts to obtain regulatory approvals, and regrets that GE has terminated the agreement while the court procedure is still pending. Electrolux considers that the settlement proposals that were offered to DOJ were reasonable and would have addressed DOJ’s competition concerns. Unfortunately, these proposals were rejected by DOJ. “Although we are disappointed that the acquisition will not be completed, Electrolux is confident that the Group has strong capabilities to continue to grow and develop its position as a global appliances manufacturer”, said Keith McLoughlin, President and CEO of Electrolux. “The strategy to grow profitably in promising segments, product categories and emerging markets remains. The Group’s operations in North America have proved to be strong on its own merits, with good organic growth and a recovery in earnings during 2015. Major Appliances North America has a strong presence in the US under the brands Frigidaire and Electrolux, and we are confident that this position will be maintained and strengthened.” Electrolux aims at growing its operations globally, both organically and through acquisitions, which is supported by a strong balance sheet and good cash generation. Under the transaction agreement, Electrolux is required to pay to GE a termination fee of USD 175m under certain circumstances. GE has requested pay-out of the amount. For the period January – September 2015, transaction costs related to the acquisition of SEK 266m and cost for preparatory integration work of SEK 136m have been charged. For the fourth quarter 2015, transaction costs and integration costs are expected to amount to approximately SEK 175m. The results for the fourth quarter 2015 will also be impacted by costs arising from the bridge facility of approximately SEK 225m. Investor and media conference today The investor, analyst and media conference will begin at 9.00 CET on Monday, December 7. The conference will be chaired by Keith McLoughlin, President and CEO of Electrolux. Mr. McLoughlin will be accompanied by Tomas Eliasson, CFO.


Details for the call are as follows: Participants in Sweden should call + 46 8 5033 6538 Participants in the UK/Europe should call +44 20 3427 1901 Participants in the U.S. should call +1 646 254 3366

Electrolux discloses the information provided herein pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 08.00 CET on December 7, 2015.


http://www.electroluxgroup.com/

EXHIBIT C


EXHIBIT D


EXHIBIT E


EXHIBIT F


EXHIBIT G


Dec 7 Electrolux GE

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