Mattress Firm Holding Corp. (“Mattress Firm” or the “Company”), the
nation's largest mattress retailer, today announced the completion of
its previously announced acquisition by Steinhoff International Holdings
N.V. (“Steinhoff”) (FRANKFURT: SNH). The acquisition was first announced
by Mattress Firm on August 8, 2016 and closed and became effective today.
Steinhoff completed the acquisition of Mattress Firm concurrently with
payment for the previously tendered shares in accordance with the merger
agreement through a merger of an indirect wholly-owned subsidiary with
Mattress Firm. All shares of Mattress Firm common stock not purchased in
the tender offer (other than (i) treasury shares, (ii) shares owned by
Steinhoff or Mattress Firm or any direct or indirect wholly-owned
subsidiary of Steinhoff or Mattress Firm and (iii) shares held by a
Mattress Firm stockholder who has properly exercised their dissenters’
rights of appraisal in respect of such shares) will be converted into
the right to receive $64.00 per share. As a result of the completion of
the transaction, the Company’s common stock will no longer be traded on
the NASDAQ stock market.
Upon closing, Mattress Firm became a subsidiary of Steinhoff. Mattress
Firm’s management, led by Steve Stagner, executive chairman, and Ken
Murphy, president and CEO, will remain in place and continue to run
Mattress Firm’s day-to-day activities.
“The transaction with Steinhoff is complete and I am delighted that
Mattress Firm is now part of the Steinhoff organization,” commented Ken
Murphy, president and CEO of Mattress Firm. “Steinhoff has a proven
track record in the global mattress industry, and they share our vision
for the growth and expansion of Mattress Firm. This is an exciting event
for our customers, employees and business partners as we enter a new
chapter for Mattress Firm. Our team remains committed to building a
national chain under one banner in the U.S. and offering our guests a
great night’s sleep.”
Forward Looking Statements
This press release contains forward-looking statements regarding
Steinhoff and Mattress Firm, including, but not limited to, statements
related to the estimated future financial results and performance of
Mattress Firm’s business in mattresses and related products and
accessories, as well as other statements that are not historical facts.
These forward-looking statements are based on each of the companies’
current expectations and inherently involve significant risks and
uncertainties. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as
a result of these risks and uncertainties, which include, without
limitation, risks associated with business combination transactions,
such as the risk that the acquired business will not be integrated
successfully or that such integration may be more difficult,
time-consuming or costly than expected; risks related to future
opportunities and plans for the combined company, including uncertainty
of the expected future financial performance and results of the combined
company following completion of the transaction; disruption from the
acquisition, making it more difficult to conduct business as usual or
maintain relationships with customers, employees or suppliers; and the
possibility that if Steinhoff does not achieve the perceived benefits of
the acquisition as rapidly or to the extent anticipated by financial
analysts or investors, the market price of Steinhoff’s ordinary shares
could decline; and those other risks detailed under the caption “Risk
Factors” and elsewhere in Mattress Firm’s U.S. Securities and Exchange
Commission (“SEC”) filings and reports, including in Mattress Firm’s
Quarterly Reports on Form 10-Q for the quarters ended May 3, 2016 and
August 2, 2016 and Annual Report on Form 10-K for the year ended
February 2, 2016, which are filed with the SEC, and in Steinhoff’s
filings and reports filed with the Frankfurt Stock Exchange or the
Johannesburg Stock Exchange and future filings and reports by either
company. Neither Steinhoff nor Mattress Firm undertakes any duty or
obligation to update any forward-looking statements contained in this
press release as a result of new information, future events or changes
in its expectations.
About Steinhoff International Holdings N.V.
Steinhoff is an integrated retailer that manufactures, sources and
retails furniture, household goods and general merchandise in Europe,
Africa and Australasia. Steinhoff’s vertically integrated business model
is based upon a strategy of sourcing and manufacturing products at low
cost and distributing them to its value-conscious customer base through
its extensive retail footprint.
Steinhoff’s integrated retail divisions comprise of:
Household goods comprising furniture and homeware retail businesses;
General Merchandise focusing on clothing and footwear, accessories and
Automotive dealerships in South Africa which provide vehicles, parts,
insurance, accessories and servicing.
Steinhoff has a primary listing on the Frankfurt Stock Exchange and a
secondary listing on the Johannesburg Stock Exchange. Steinhoff reported
revenue and operating profit for the 12 months ended June 30, 2016 of
€13.1 billion ($14.5 billion) and €1.5 billion ($1.6 billion)
respectively. For more information, please visit www.steinhoffinternational.com.
About Mattress Firm Holding Corp.
With more than 3,600 company-operated and franchised stores across 49
states, Mattress Firm Holding Corp. (NASDAQ: MFRM) has the largest
geographic footprint in the United States among multi-brand mattress
retailers. Founded in 1986, Houston-based MFRM is the nation's leading
specialty bedding retailer with over $3.5 billion in pro forma sales in
2015. MFRM, through its brands including Mattress Firm, Sleepy's and
Sleep Train, offers a broad selection of both traditional and specialty
mattresses, bedding accessories and other related products. More
information is available at www.mattressfirm.com.
The Company's website is not part of this release.
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