Somnigroup International Inc 8-K, filed Dec 1, 2025
Somnigroup International Inc. (SGI)
8-K
2025-12-01
For: 2025-12-01
View Original
Added on
April 08, 2026
About this 8-K
Somnigroup International Inc filed this 8-K on December 1, 2025.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 1, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
(800 ) 878-8889
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On December 1, 2025, Somnigroup International Inc. (the "Company" or "Somnigroup") issued a press release announcing the Proposal described further in Item 8.01 herein.
A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
The information disclosed pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 8.01. Other Items.
On December 1, 2025, the Company submitted a proposal to acquire all of the
outstanding shares of Leggett & Platt, Incorporated ("Leggett & Platt") in exchange for shares of Somnigroup common stock having a market value of $12.00, based on a fixed exchange ratio to be agreed (the "Proposal").
Forward-Looking Statements
This communication contains statements that may be characterized as "forward-looking," within the meaning of the federal securities laws. Such statements might include
information concerning one or more of the Company's plans, guidance, objectives, goals, strategies and other information that is not historical information. When used in this communication, the words "assumes," "estimates," "expects," "guidance,"
"anticipates," "might," "projects," "plans," "proposed," "targets," "intends," "believes," "will," "contemplates" and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking
statements include, without limitation, statements regarding Somnigroup's proposal to acquire Leggett & Platt (including the benefits, results, effects and timing of a transaction) and any statements regarding Somnigroup's (and Somnigroup's and
Leggett & Platt's combined) expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities and plans and objectives
of management. Any forward-looking statements contained herein are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company (or the combined company) will realize these expectations, meet its
guidance or that these beliefs will prove correct.
Numerous factors, many of which are beyond the Company's control, could cause actual results to differ materially from any that may be expressed herein as
forward-looking statements. These potential risks include general economic, financial and industry conditions, particularly conditions relating to the financial performance and related credit issues present in the retail sector, as well as consumer
confidence and the availability of consumer financing; the impact of the macroeconomic environment in both the U.S. and internationally on the Company; uncertainties arising from national and global events; industry competition; the effects of
consolidation of retailers on revenues and costs; and consumer acceptance and changes in demand for the Company's products and the other factors discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. There may be
other factors that may cause the Company's actual results to differ materially from the forward-looking statements. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on
which such statement is made.
Additional Information
This communication relates to a proposal which Somnigroup has made for a business combination transaction with Leggett & Platt. In
furtherance of this proposal and subject to future developments, Somnigroup (and, if a negotiated transaction is agreed, Leggett & Platt) may file one or more registration statements, proxy statements, tender offer statements, prospectuses or
other documents with the Securities and Exchange Commission (the "SEC"). This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Somnigroup and/or Leggett &
Platt may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SOMNIGROUP AND LEGGETT & PLATT ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT(S),
PROSPECTUS(ES) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and
when available) will be mailed to stockholders of Somnigroup and Leggett & Platt, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) as well as other filings containing
information about Somnigroup and Leggett & Platt, free of charge on the SEC's website at www.sec.gov. Those documents, when filed, as well as Somnigroup's other public filings with the SEC, may be obtained free of charge on Somnigroup's website
at www.somnigroup.com.
Somnigroup and its directors, executive officers and certain other members of management and employees may be deemed to be participants in any solicitation with respect
to the proposed transaction under the rules of the SEC. You can find information about Somnigroup's executive officers and directors in Somnigroup's definitive proxy statement filed with the SEC on March 31, 2025. Additional information regarding the
interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements, prospectuses or other documents filed with the SEC if and when they become available. You may obtain free
copies of these documents using the sources indicated above.
This communication shall not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description
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Press Release dated December 1, 2025, titled "Somnigroup Proposes to Acquire Leggett & Platt in All-Stock Transaction"
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104
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Cover page interactive data file (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 1, 2025
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Somnigroup International Inc.
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By:
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/s/ Bhaskar Rao
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Name:
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Bhaskar Rao
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Title:
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Executive Vice President & Chief Financial Officer
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Exhibit 99.1
Somnigroup Proposes to Acquire Leggett & Platt in All-Stock Transaction
- Proposal represents 30.3% premium to the average closing price of Leggett & Platt’s shares during the last 30 trading days
- Combination would provide Leggett & Platt shareholders with significant premium and opportunity to participate in combined company growth
DALLAS, TX, December 1, 2025 – Somnigroup International Inc. (NYSE: SGI, “Company”
or “Somnigroup”) today announced that it submitted a proposal to the Board of Directors of Leggett & Platt Inc. (NYSE: LEG) to acquire all outstanding common shares of Leggett & Platt in an all-stock transaction (the “Proposal”). 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."
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:
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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.
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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
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Customary Approvals
Completion of the contemplated transaction is contingent upon reaching a definitive agreement and would be subject to the satisfaction of customary closing conditions,
including receipt of Leggett & Platt shareholder approval and required regulatory approvals. The proposed transaction would not be subject to any financing contingencies or approval by Somnigroup’s shareholders.
This communication contains statements that may be characterized as "forward-looking," within the meaning of the federal securities laws. Such statements might include
information concerning one or more of the Company's plans, guidance, objectives, goals, strategies and other information that is not historical information. When used in this release, the words "assumes," "estimates," "expects," "guidance,"
"anticipates," "might," "projects," "plans," "proposed," "targets," "intends," "believes," "will," "contemplates" and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking
statements include, without limitation, statements regarding Somnigroup's proposal to acquire Leggett & Platt (including the benefits, results, effects and timing of a transaction) and any statements regarding Somnigroup's (and Somnigroup’s and
Leggett & Platt's combined) expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities and plans and objectives
of management. Any forward-looking statements contained herein are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company (or the combined company) will realize these expectations, meet its
guidance or that these beliefs will prove correct.
Numerous factors, many of which are beyond the Company's control, could cause actual results to differ materially from any that may be expressed herein as forward-looking
statements. These potential risks include general economic, financial and industry conditions, particularly conditions relating to the financial performance and related credit issues present in the retail sector, as well as consumer confidence and
the availability of consumer financing; the impact of the macroeconomic environment in both the U.S. and internationally on the Company; uncertainties arising from national and global events; industry competition; the effects of consolidation of
retailers on revenues and costs; and consumer acceptance and changes in demand for the Company's products and the other factors discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. There may be other factors
that may cause the Company's actual results to differ materially from the forward-looking statements. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such
statement is made.
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Additional Information
This communication relates to a proposal which Somnigroup has made for a business combination transaction with Leggett & Platt. In furtherance of this proposal and
subject to future developments, Somnigroup (and, if a negotiated transaction is agreed, Leggett & Platt) may file one or more registration statements, proxy statements, tender offer statements, prospectuses or other documents with the Securities
and Exchange Commission (the "SEC"). This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Somnigroup and/or Leggett & Platt may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SOMNIGROUP AND LEGGETT & PLATT ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT(S), PROSPECTUS(ES) AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to
stockholders of Somnigroup and Leggett & Platt, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) as well as other filings containing information about Somnigroup and Leggett
& Platt, free of charge on the SEC's website at www.sec.gov. Those documents, when filed, as well as Somnigroup's other public filings with the SEC, may be obtained free of charge on Somnigroup's website at www.somnigroup.com.
Somnigroup and its directors, executive officers and certain other members of management and employees may be deemed to be participants in any solicitation with respect to
the proposed transaction under the rules of the SEC. You can find information about Somnigroup's executive officers and directors in Somnigroup's definitive proxy statement filed with the SEC on March 31, 2025. Additional information regarding the
interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements, prospectuses or other documents filed with the SEC if and when they become available. You may obtain free
copies of these documents using the sources indicated above.
This communication shall not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
About Somnigroup
Somnigroup (NYSE: SGI) is the world’s largest bedding company, dedicated to improving people’s lives through better sleep. With superior capabilities in design,
manufacturing, distribution and retail, we deliver breakthrough sleep solutions and serve the evolving needs of consumers in more than 100 countries worldwide through our fully-owned businesses, Tempur Sealy, Mattress Firm and Dreams. Our portfolio
includes the most highly recognized brands in the industry, including Tempur-Pedic®, Sealy®, Stearns & Foster®, and Sleepy’s®, and our global omni-channel platform enables us to meet consumers wherever they shop, offering a personal connection
and innovation to provide a unique retail experience and tailored solutions.
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We seek to deliver long-term value for our shareholders through prudent capital allocation, including managing investments in our businesses. We are guided by our core
value of Doing the Right Thing and committed to our global responsibility to protect the environment and the communities in which we operate. For more information, please visit www.Somnigroup.com.
Aubrey Moore
Investor Relations
Somnigroup International Inc.
800-805-3635
Investor.relations@somnigroup.com
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