Mattress Firm Holding Corp. (“Mattress Firm” or the "Company")
(NASDAQ:MFRM), the nation's largest mattress retailer, announced that on
August 26, 2016, the Company and Steinhoff International Holdings N.V.
(“Steinhoff”) (FRANKFURT: SNH) received early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act") with respect to the proposed acquisition of
Mattress Firm by Steinhoff. The acquisition is expected to close by or
around the end of the third calendar quarter, subject to satisfaction of
a majority tender condition and other closing conditions.
This press release contains forward-looking statements regarding
Mattress Firm, including, but not limited to, statements related to the
anticipated consummation of the tender offer by Steinhoff for Mattress
Firm common stock and the timing and benefits thereof, and estimated
future financial results, regulatory submissions 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 the Company’s 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
related to Steinhoff’s ability to complete the transaction on the
proposed terms and schedule, including risks and uncertainties related
to the satisfaction of closing conditions such as, without limitation,
Mattress Firm stockholders not tendering shares in the tender offer; the
possibility that competing offers will be made; that a material adverse
effect occurs with respect to Mattress Firm; disruption from the
proposed acquisition, making it more difficult to conduct business as
usual or maintain relationships with customers, employees or suppliers;
the outcome of legal proceedings that may be instituted against
Mattress Firm and/or others related to the proposed transaction 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
Report on Form 10-Q for the quarter ended May 3, 2016 and Annual Report
on Form 10-K for the year ended February 2, 2016, which are filed with
the SEC. Mattress Firm cautions investors not to place considerable
reliance on the forward-looking statements contained in this
communication. Mattress Firm undertakes no 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.
Additional Information Regarding the Transaction and Where to Find It
The tender offer described here, is being made for the common stock, par
value $0.01 per share, of Mattress Firm. This announcement is not a
recommendation, an offer to purchase or a solicitation of an offer to
sell shares of Mattress Firm stock. STOCKHOLDERS ARE URGED TO READ
THE TENDER OFFER STATEMENT OFFER ON SCHEDULE TO (INCLUDING THE OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND
THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE
TENDER OFFER. Stockholders can obtain these documents free of charge
from the SEC’s website at http://www.sec.gov,
or from Mattress Firm upon written request to Secretary, Mattress Firm
Holding Corp., 5815 Gulf Freeway, Houston, Texas 77023, telephone number
(713) 923-1090 or from Mattress Firm’s website, http://ir.mattressfirm.com.
Such materials filed by Steinhoff are also available for free at
Steinhoff’s website, http://www.steinhoff.com.
About Steinhoff International Holdings N.V.
Steinhoff International Holdings N.V. (“Steinhoff”) is a leading
retailer that manufactures, sources and retails furniture, household
goods and clothing in Europe, Africa and Australasia. Retail operations
are positioned towards value conscious consumer segments, providing them
with affordable products through a vertically integrated supply chain.
Steinhoff operates more than 40 brands through 6,500 stores. Steinhoff
employs over 100,000 people and has a presence in 30 countries
worldwide. Founded in 1964, the company is traded on the Frankfurt Stock
Exchange (FSE) and Johannesburg Stock Exchange (JSE) and headquartered
in South Africa.
About Mattress Firm Holding Corp.
With more than 3,500 company-operated and franchised stores across 48
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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