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

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA,
Plaintiff,
v.

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

AB ELECTROLUX, et al.
Defendants.

NOTICE
TERMINATION 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 GEs and AB Electroluxs respective Hart-ScottRodino Premerger Notification Filings. (Exhibits C, D, E, and F). Defendants separately
notified Plaintiffs 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.

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Dated: December 7, 2015

Respectfully submitted,

/s/ John M. Majoras

John M. Majoras (DDC No. 474267)
Joe Sims (DDC No. 962050)
Michael R. Shumaker (admitted pro hac vice)
JONES DAY
51 Louisiana Avenue, NW
Washington, DC 20001
Telephone: (202) 879-3939
Facsimile: (202) 626-1700
jmmajoras@jonesday.com
jsims@jonesday.com
mrshumaker@jonesday.com
Daniel E. Reidy (admitted pro hac vice)
Paula W. Render (admitted pro hac vice)
JONES DAY
77 West Wacker Drive
Chicago, IL 60601-1692
Telephone: (312) 782-3939
Fascimile: (312) 782-8585
dereidy@jonesday.com
prender@jonesday.com
Thomas Demitrack (admitted pro hac vice)
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, OH 44114-1190
Telephone: (216) 586-3939
Fascimile: (216) 579-0212
tdemitrack@jonesday.com
Counsel for Defendants AB Electrolux and
Electrolux North America, Inc.
/s/ Paul T. Denis
Paul T. Denis (DDC No. 437040)
Paul H. Friedman (DDC No. 290635)
Michael G. Cowie (DDC No. 432338)
DECHERT LLP
1900 K Street NW
Washington, DC. 20006

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Telephone: (202) 261-3300

Facsimile: (202) 261-3333
paul.denis@dechert.com
paul.friedman@dechert.com
mike.cowie@dechert.com
Counsel for Defendant General Electric
Company

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CERTIFICATE OF SERVICE
I certify that on this 7th day of December, 2015, I caused this document to be filed
electronically and served electronically via ECF pursuant to LCvR 5.4. Notice of this filing will
be sent to all parties by operation of the courts 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. Falls

Craig G. Falls (DC Bar No. 502368)
DECHERT LLP
1900 K Street NW
Washington, DC 20006
Telephone: (202) 261-3373
Facsimile: (202) 261-3333
paul.friedman@dechert.com
Attorney for Defendant General Electric Company

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EXHIBIT A

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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 worlds 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

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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
seth.martin@ge.com
Investor Contact:
Matt Cribbins, 203.373.2424
matthewg.cribbins@ge.com

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EXHIBIT B

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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 DOJs 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 Groups 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.

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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.

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EXHIBIT C

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EXHIBIT D

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EXHIBIT E

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EXHIBIT F

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EXHIBIT G

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