Somnigroup Proposes to Purchase Leggett & Platt » BedTimes Journal
Somnigroup Worldwide Inc., world mum or dad firm of Tempur Sealy Worldwide, submitted a proposal to the Leggett & Platt Board of Instructions to buy all
excellent widespread shares of the provider in an all-stock transaction.
In response to a information launch, L&P shareholders would obtain Somnigroup widespread inventory with a market worth of $12 for each share of L&P widespread inventory, primarily based on a hard and fast alternate ratio.
The proposal affords L&P shareholders a 30.3% premium to the common closing worth of L&P shares over the last 30 buying and selling days, the discharge stated. The all inventory construction would permit L&P shareholders to take part sooner or later progress potential of the mixed firm on a tax-deferred foundation.
“Leggett & Platt has been an essential provider to our firm for a few years,” stated
Scott Thompson, chair and CEO of Lexington, Kentucky-based Somnigroup. “This
proposal would ship vital worth to Leggett & Platt shareholders by way of a
compelling premium and tax-advantaged participation in our mixed platform, whereas
additionally being accretive earlier than synergies to all Somnigroup shareholders.”
Underneath the settlement, L&P would proceed to function independently below the
Somnigroup umbrella and hold a presence in Carthage, Missouri. The letter to the
board additionally notes Somnigroup expects to retain most of L&P’s administration group and
staff.
The proposal was delivered to the L&P board in a letter on Dec. 1. The total textual content of the
letter is under.
December 1, 2025
Board of Administrators
Leggett & Platt Integrated
1 Leggett Street
Carthage, Missouri 64836
Consideration: Mr. Karl G. Glassman, Board Chairman, President and Chief Govt
Officer
Pricey Karl and Members of the Board:
I’m writing to precise our sturdy curiosity in pursuing a enterprise mixture
transaction between Somnigroup Worldwide Inc. (“Somnigroup”) and Leggett & Platt Integrated (“Leggett & Platt”).
We suggest that Somnigroup purchase all the excellent shares of Leggett & Platt in
an all-stock merger with a completely owned subsidiary of Somnigroup, during which every
excellent share of Leggett & Platt widespread inventory can be exchanged for shares of
Somnigroup widespread inventory having a market worth of $12.00, primarily based on a hard and fast
alternate ratio to be agreed.
Our proposed merger consideration represents a premium of roughly 17.0% to
the closing worth of Leggett & Platt shares on November 28, 2025, and a premium of
roughly 30.3% over the common closing worth of Leggett & Platt shares through the
final 30 buying and selling days – a worth that Leggett & Platt shareholders haven’t seen since
December 2024.
As well as, by receiving consideration comprised completely of Somnigroup widespread inventory,
your shareholders can have the chance to take part totally on a tax-deferred foundation in
the numerous progress potential and synergies of the mixed firm.
We consider {that a} mixture of Leggett & Platt with Somnigroup can be uniquely
compelling for each firms and all of our collective stakeholders. Becoming a member of Leggett &
Platt with a number one bedding producer and bedding retailer would unquestionably
foster vital strategic benefits and efficiencies for the mixed firm. Additionally,
as you already know, Somnigroup and Leggett & Platt have loved a superb industrial
association for a few years. A major mutual advantage of our proposal can be to
be certain that this association will proceed with out interruption.
Leggett & Platt would proceed to function independently below the Somnigroup umbrella. Like Mattress Agency, Tempur Sealy and Desires, Leggett & Platt’s management
group would take pleasure in vital autonomy. Leggett & Platt would additionally profit from having
a considerable and dependable buyer in Tempur Sealy and larger alternatives for
progress and success, all with a decrease value of capital and the strategic backing of
Somnigroup.
Moreover, as a result of Leggett & Platt’s enterprise is complementary to Somnigroup’s
companies, we might anticipate to not solely retain most of Leggett & Platt’s administration
group and staff, whose data, expertise and expertise can be invaluable to
the Somnigroup group, but in addition present them future profession alternatives within the
broader Somnigroup group. We additionally anticipate to retain a big presence in
Carthage.
We ponder that our transaction can be topic solely to customary closing
circumstances, together with the receipt of needed regulatory approvals, which we anticipate
can be obtained with out problem or delay. Our transaction wouldn’t be topic to
any financing contingency or require approval by Somnigroup’s shareholders.
Our proposal has been unanimously licensed by our Board of Administrators. Primarily based on
our lengthy historical past with Leggett & Platt, we might anticipate to have the ability to promptly full
confirmatory due diligence and execute definitive agreements.
Our monetary advisors are Goldman Sachs & Co. LLC and our authorized advisors are Cleary
Gottlieb Steen & Hamilton LLP.
This proposal is topic to passable completion of due diligence, the negotiation and
execution of definitive transaction paperwork, and approval by the boards of administrators of
each firms. Until and till such time, no obligation, dedication or enterprise
of any form shall come up because of this letter or any subsequent discussions.
We consider this can be a distinctive alternative to ship vital worth to Leggett & Platt
shareholders and higher place a mixed firm to drive future shareholder worth. We search to work with you on a pleasant foundation to finish this transaction efficiently
and expeditiously.
We hope that you just share our enthusiasm and we might respect a response by
December 22, 2025.
Sincerely,
Scott L. Thompson
President, Chief Govt Officer and Chairman of the Board
