Somnigroup International Inc., global parent company of Tempur Sealy International, submitted a proposal to the Leggett & Platt Board of Directions to purchase all
outstanding common shares of the supplier in an all-stock transaction.
According to a news release, L&P shareholders would receive Somnigroup common stock with a market value of $12 for every share of L&P common stock, based on a fixed exchange ratio.
The proposal offers L&P shareholders a 30.3% premium to the average closing price of L&P shares during the last 30 trading days, the release said. The all stock structure would allow L&P 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, chair and CEO of Lexington, Kentucky-based 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.”
Under the agreement, L&P would continue to operate independently under the
Somnigroup umbrella and keep a presence in Carthage, Missouri. The letter to the
board also notes Somnigroup expects to retain most of L&P’s management team and
employees.
The proposal was delivered to the L&P board in a letter on Dec. 1. The full text of the
letter is below.
December 1, 2025
Board of Directors
Leggett & Platt Incorporated
1 Leggett Road
Carthage, Missouri 64836
Attention: Mr. Karl G. Glassman, Board Chairman, President and Chief Executive
Officer
Dear Karl and Members of the Board:
I am writing to express our strong interest in pursuing a business combination
transaction between Somnigroup International Inc. (“Somnigroup”) and Leggett & Platt Incorporated (“Leggett & Platt”).
We propose that Somnigroup acquire all of the outstanding shares of Leggett & Platt in
an all-stock merger with a wholly owned subsidiary of Somnigroup, in which each
outstanding share of Leggett & Platt common stock would be exchanged for shares of
Somnigroup common stock having a market value of $12.00, based on a fixed
exchange ratio to be agreed.
Our proposed merger consideration represents a premium of approximately 17.0% to
the closing price of Leggett & Platt shares on November 28, 2025, and a premium of
approximately 30.3% over the average closing price of Leggett & Platt shares during the
last 30 trading days – a value that Leggett & Platt shareholders have not seen since
December 2024.
In addition, by receiving consideration comprised entirely of Somnigroup common stock,
your shareholders will have the opportunity to participate fully on a tax-deferred basis in
the significant growth potential and synergies of the combined company.
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 contemplate that our transaction would be subject only to customary closing
conditions, including the receipt of necessary regulatory approvals, which we expect
would be obtained without difficulty or delay. Our transaction would not be subject to
any financing contingency or require approval by Somnigroup’s shareholders.
Our proposal has been unanimously authorized by our Board of Directors. Based on
our long history with Leggett & Platt, we would expect to be able to promptly complete
confirmatory due diligence and execute definitive agreements.
Our financial advisors are Goldman Sachs & Co. LLC and our legal advisors are Cleary
Gottlieb Steen & Hamilton LLP.
This proposal is subject to satisfactory completion of due diligence, the negotiation and
execution of definitive transaction documents, and approval by the boards of directors of
both companies. Unless and until such time, no obligation, commitment or undertaking
of any kind shall arise as a result of this letter or any subsequent discussions.
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.
We hope that you share our enthusiasm and we would appreciate a response by
December 22, 2025.
Sincerely,
Scott L. Thompson
President, Chief Executive Officer and Chairman of the Board
