Global bed brand Somnigroup International Inc. has announced that it has 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.
Scott Thompson, Chairman and CEO of Somnigroup, commented: “Leggett & Platt has been an important supplier to our Company for many years. 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.”
Reacting to the proposal, Leggett & Platt added: “Somnigroup’s proposal states that the exchange ratio is “to be agreed” and that the proposal is non-binding and subject to due diligence. Somnigroup did not engage with the Company prior to November 30, 2025 with respect to its proposal.
“The Leggett & Platt Board of Directors, consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, will carefully review and evaluate the unsolicited proposal to determine the course of action that it believes is in the best interests of the Company and its shareholders.
“Leggett & Platt does not intend to comment further on Somnigroup’s proposal until the Board has completed its review. Leggett & Platt shareholders do not need to take any action at this time.”
The proposal was delivered to the Leggett & Platt Board in a letter on December 1, 2025. The full text of the letter is included below:
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
