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From Home Furnishing Business

Somnigroup Announces Proposal to Acquire Leggett & Platt in All-Stock Transaction

Somnigroup International Inc. announced that it submitted a proposal to the Board of Directors of Leggett & Platt Inc. to acquire all outstanding common shares of Leggett & Platt in an all-stock transaction. Under the terms of the Proposal, Leggett & Platt shareholders would receive shares of Somnigroup common stock with a market value of $12.00 for every one share of Leggett & Platt common stock, based on a fixed exchange ratio to be agreed. The Proposal offers Leggett & Platt shareholders a 30.3% premium to the average closing price of Leggett & Platt's shares during the last 30 trading days, representing a value not achieved by LEG shares since December 2024.

The all-stock structure would enable Leggett & Platt shareholders to participate in the future growth potential of the combined company on a tax-deferred basis.

"Leggett & Platt has been an important supplier to our Company for many years," said Scott Thompson, Chairman and CEO of Somnigroup. "This proposal would deliver significant value to Leggett & Platt shareholders through a compelling premium and tax-advantaged participation in our combined platform, while also being accretive before synergies to all Somnigroup shareholders."

In addition, the letter to the Board of Leggett & Platt stated the following,

“We believe that a combination of Leggett & Platt with Somnigroup would be uniquely compelling for both companies and all of our collective stakeholders. Joining Leggett & Platt with a leading bedding manufacturer and bedding retailer would unquestionably foster significant strategic advantages and efficiencies for the combined company.  Also, as you know, Somnigroup and Leggett & Platt have enjoyed an excellent commercial arrangement for many years.  A significant mutual benefit of our proposal would be to ensure that this arrangement will continue without interruption.”

“Leggett & Platt would continue to operate independently under the Somnigroup umbrella.  Like Mattress Firm, Tempur Sealy and Dreams, Leggett & Platt's leadership team would enjoy significant autonomy.  Leggett & Platt would also benefit from having a substantial and reliable customer in Tempur Sealy and greater opportunities for growth and success, all with a lower cost of capital and the strategic backing of Somnigroup.”

“Additionally, because Leggett & Platt's business is complementary to Somnigroup's businesses, we would expect to not only retain most of Leggett & Platt's management team and employees, whose knowledge, experience and talent would be invaluable to the Somnigroup organization but also provide them future career opportunities in the broader Somnigroup organization. We also expect to retain a significant presence in Carthage.”

“…We believe this is a unique opportunity to deliver significant value to Leggett & Platt shareholders and better position a combined company to drive future shareholder value. We seek to work with you on a friendly basis to complete this transaction successfully and expeditiously.”

The letter requests a response no later than Dec 22.



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