Somnigroup International Inc. (SGI) has submitted an unsolicited all‑stock proposal to acquire all outstanding shares of Leggett & Platt Inc. (LEG). The offer values each LEG share at $12.00, representing a 30.3% premium over the 30‑day average closing price, and will be structured as a share‑for‑share transaction with an exchange ratio to be agreed in a definitive agreement.
The proposal is non‑binding and contingent on due diligence, board approvals, and regulatory clearance. Leggett & Platt’s board has confirmed receipt of the offer and is evaluating it with financial and legal advisors.
Somnigroup, the world’s largest bedding company and former Tempur Sealy International, seeks to deepen its vertical integration by adding Leggett & Platt’s diversified portfolio of engineered components used in bedding, automotive, furniture and industrial applications. The combined entity would leverage Somnigroup’s manufacturing footprint and omni‑channel distribution to unlock projected $60 million in EBITDA sales synergies in 2025 and a $100 million run‑rate sales synergy target.
Financially, Somnigroup reported Q3 2025 net sales of $2,122.6 million, up 63.3% YoY, and adjusted EPS of $0.95 versus $0.82 in Q3 2024, reflecting strong demand and disciplined cost management. Leggett & Platt posted Q3 2025 sales of $1.0 billion, a 6% decline YoY, and adjusted EPS of $0.29, slightly below consensus. The premium offered by Somnigroup is therefore positioned to compensate for Leggett & Platt’s recent revenue weakness while aligning with its strategic focus on core segments.
Leggett & Platt’s board is reviewing the proposal amid a broader restructuring that includes divestiture of non‑core assets and a significant debt reduction. The market has responded favorably to the premium and valuation, reflecting confidence that the offer provides an attractive exit for shareholders while preserving the company’s core capabilities.
If the transaction closes, the combined company would benefit from cross‑selling opportunities, procurement efficiencies, and expanded distribution channels. Regulatory scrutiny may arise given Somnigroup’s prior FTC challenge in the Mattress Firm acquisition, but the company’s experience in integrating large deals and its strong cash position position it well to navigate potential hurdles.
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