Steinhoff To Buy Mattress Firm For $64/shr In Cash -Quick Facts

(RTTNews) - Mattress Firm Holding Corp. (MFRM) annnounced that it has agreed merger agreement with Steinhoff International Holdings N.V. under which Steinhoff to acquire Mattress Firm for $64.00 per share in cash.The acquisition is expected to close by or around the end of the third calendar quarter.

The acquisition price represents a premium of 115% over the Company's closing stock price of $29.74 on August 5, 2016. This represents a total equity value of approximately $2.4 billion and an enterprise value of about $3.8 billion, including net debt.

The merger agreement, which has been unanimously approved by the Mattress Firm board of directors and the management and supervisory boards of Steinhoff, will create the world's largest multi-brand mattress retail distribution network.

Pursuant to the terms, a wholly owned subsidiary of Steinhoff will commence a tender offer to purchase the outstanding shares of Mattress Firm common stock at $64.00 per share in cash. The transaction is not subject to any financing condition.

At the close of the transaction, Mattress Firm will operate as a subsidiary of Steinhoff from Mattress Firm's current headquarters in Houston, Texas.

Steve Stagner, executive chairman and chairman of the board of Mattress Firm, and Ken Murphy, president and CEO of Mattress Firm, will remain in their positions with Stagner also joining Steinhoff's executive committee.

Barclays acted as exclusive financial advisor to Mattress Firm and provided a fairness opinion to the Company. Ropes & Gray LLP acted as legal counsel to Mattress Firm in connection with the transaction. Linklaters LLP acted as legal counsel to Steinhoff in connection with the transaction.