Somnigroup to Engage in Discussions with Leggett & Platt

Rhea-AI Summary

Somnigroup (NYSE:SGI) said it will engage in due diligence and discussions after Leggett & Platt (NYSE:LEG) authorized talks and signed a customary NDA on January 20, 2026. Somnigroup reiterated its all‑stock proposal valuing Leggett & Platt at $12.00 per share, which it says represented a 30% premium to the unaffected 30‑day average price as of December 1, 2025. The company said the proposal remains unchanged and that there is no assurance any transaction will be agreed or consummated.

Somnigroup named Goldman Sachs as financial advisor and Cleary Gottlieb as legal advisor. Completion would require a definitive agreement, Leggett & Platt shareholder approval and regulatory approvals; the proposal is not subject to financing contingencies or Somnigroup shareholder approval.

Positive

• Proposed all‑stock value of $12.00 per Leggett share
• Offer represents a 30% premium to the unaffected 30‑day average price as of Dec 1, 2025
• Proposal not subject to financing contingencies, reducing funding risk

Negative

• No assurance any transaction will be agreed or consummated
• Transaction contingent on Leggett shareholder approval and regulatory approvals
• Somnigroup declined to revise its proposal before customary due diligence

Key Figures

Offer value per share: $12.00 Offer premium: 30.3% 3Q 2025 sales: $1.0B +5 more

8 metrics

Offer value per share $12.00 Proposed all-stock consideration for each LEG share

Offer premium 30.3% Premium to LEG 30-day average closing price before Dec 1, 2025

3Q 2025 sales $1.0B Third-quarter 2025 revenue, down 6% vs 3Q24

3Q 2025 reported EPS $0.91 Leggett & Platt third-quarter 2025 reported EPS

3Q 2025 adjusted EPS $0.29 Adjusted EPS for 3Q 2025, down $0.03 vs 3Q24

Operating cash flow $126M 3Q 2025 operating cash flow, up $30M year-over-year

Debt reduction $296M Debt reduced using Aerospace sale proceeds and cash flow

Quarterly dividend $0.05 per share Q4 2025 dividend declared on Nov 6, 2025

Market Reality Check

Price: $12.13 Vol: Volume 1,311,587 is sligh...

normal vol

$12.13 Last Close

Volume Volume 1,311,587 is slightly below 20-day average 1,440,580 (relative volume 0.91). normal

Technical Trading above 200-day MA at $9.49 and 1.72% below 52-week high $12.77.

Peers on Argus

LEG slipped 1.49% while key peers were mixed: LZB up 0.38%, MLKN down 1.03%, MBC...

LEG slipped 1.49% while key peers were mixed: LZB up 0.38%, MLKN down 1.03%, MBC down 0.92%, TILE up 0.03%, AMWD down 0.47%. No peers appeared in the momentum scanner, pointing to a stock-specific move.

Historical Context

5 past events · Latest: Dec 01 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 01	M&A approach	Positive	+16.4%	LEG confirmed receipt of unsolicited all-stock acquisition proposal from Somnigroup.
Dec 01	Acquisition proposal	Positive	+16.4%	Somnigroup detailed $12 all-stock offer and premium terms for LEG shareholders.
Nov 06	Dividend declaration	Neutral	-1.0%	Company declared Q4 2025 quarterly dividend of $0.05 per share.
Oct 27	Earnings release	Positive	+0.7%	3Q 2025 results with strong cash flow, debt reduction and reaffirmed guidance.
Sep 29	Earnings call notice	Neutral	-0.1%	Scheduled Q3 2025 earnings release and conference call for late October.

Pattern Detected

LEG has shown strong positive reactions to Somnigroup transaction headlines, while routine corporate updates have produced modest or mixed moves.

Recent Company History

Over the last few months, Leggett & Platt has combined ongoing fundamentals with M&A interest. On Oct 27, 2025, it reported $1.0B 3Q sales, adjusted EPS of $0.29, strong operating cash flow of $126M, and debt reduction of $296M, followed by reaffirmed 2025 guidance. A quarterly dividend of $0.05 per share was declared on Nov 6, 2025. The unsolicited all‑stock proposal from Somnigroup on Dec 1, 2025 led to a 16.37% move, underscoring how transaction headlines have been key catalysts.

Market Pulse Summary

This announcement confirms that Leggett & Platt’s board authorized discussions and a non‑disclosure ...

Analysis

This announcement confirms that Leggett & Platt’s board authorized discussions and a non‑disclosure agreement with Somnigroup, advancing due diligence on the previously disclosed all‑stock proposal valuing LEG at $12 per share with a stated 30.3% premium. Completion would still require a definitive agreement, shareholder approval, and regulatory clearances, with no financing contingencies. In context of prior results—such as $1.0B 3Q 2025 sales and $126M operating cash flow—investors may watch for updates on terms, timing, and any change in board stance.

Key Terms

non-disclosure agreement, due diligence, all-stock transaction, definitive agreement, +1 more

5 terms

non-disclosure agreement regulatory

"has authorized discussions and entered into a customary non-disclosure agreement"

A non-disclosure agreement is a legal contract that prevents one or more parties from sharing confidential information with others. It matters to investors because it helps protect sensitive business details, ensuring that important information remains private and cannot be used against the company or its partners. Think of it as a formal promise to keep certain information secret, similar to a trust between friends about a surprise gift.

due diligence financial

"to facilitate due diligence and discussions with Somnigroup"

Due diligence is the careful investigation and analysis someone conducts before making a decision, such as investing money or entering into an agreement. It’s like researching thoroughly before buying a used car to ensure it’s in good condition; this helps prevent surprises and makes informed choices. For investors, due diligence reduces risk by verifying details and understanding what they’re getting into.

all-stock transaction financial

"we believe that our proposed all-stock transaction for value of $12 per share"

An all-stock transaction is a deal where one company acquires another using only its own shares instead of cash or other assets. For investors, this means exchanging ownership stakes rather than cash, which can affect the value and control of the companies involved. It often signals a focus on growth and can influence the stock prices of both companies.

definitive agreement financial

"contingent upon reaching a definitive agreement and would be subject"

A definitive agreement is a formal, legally binding document that outlines the final terms and conditions of a deal or transaction, such as a sale or partnership. It acts like a detailed contract that confirms all parties have agreed on the key details, making the deal official. For investors, it signals that the agreement is settled and moving toward completion, providing clarity and security about the transaction.

regulatory approvals regulatory

"including receipt of Leggett & Platt shareholder approval and required regulatory approvals"

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

AI-generated analysis. Not financial advice.

DALLAS, Jan. 20, 2026 /PRNewswire/ -- Somnigroup International Inc. (NYSE: SGI, "Somnigroup") today issued the following statement in response to the announcement by Leggett & Platt Inc. (NYSE: LEG) that its Board of Directors has authorized discussions and entered into a customary non-disclosure agreement to facilitate due diligence and discussions with Somnigroup:

"We welcome the Board's willingness to engage in discussions with us and we look forward to conducting customary due diligence.  Somnigroup remains committed to pursuing a transaction that will deliver substantial value to shareholders of both companies.  However, as we advised Leggett & Platt in declining to revise our proposal in advance of customary due diligence, we believe that our proposed all-stock transaction for value of $12 per share, as previously announced on December 1, 2025, represents fair value for Leggett & Platt.  Our proposal offers Leggett & Platt shareholders a 30% premium to the unaffected 30-day average price of Leggett & Platt's shares as of that date, and an opportunity to participate in the future growth of the combined company."

No assurance can be given that any transaction will be agreed or consummated, or the timing, price, terms or conditions of any such transaction. 

Somnigroup does not intend to comment further on market speculation or to disclose any developments unless and until it otherwise deems further disclosure is appropriate or required.

Goldman Sachs & Co. LLC is serving as financial advisor to Somnigroup and Cleary Gottlieb Steen & Hamilton LLP is serving as its legal advisor.

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.

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 Somnigroup'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 Somnigroup (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 Somnigroup'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 Somnigroup; 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 Somnigroup's products and the other factors discussed in Somnigroup's Annual Report on Form 10-K for the year ended December 31, 2024. There may be other factors that may cause Somnigroup 's actual results to differ materially from the forward-looking statements. Somnigroup 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 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.

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.

Somnigroup Investor Relations Contact
Aubrey Moore
Investor Relations
Somnigroup International Inc.
800-805-3635
Investor.relations@somnigroup.com

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SOURCE Somnigroup International

FAQ

What did Somnigroup announce about discussions with Leggett & Platt (LEG) on January 20, 2026?

Somnigroup said it will engage in due diligence after Leggett authorized discussions and signed an NDA, and reiterated an all‑stock $12 per share proposal.

How much premium does Somnigroup's $12 offer represent for Leggett & Platt (LEG)?

Somnigroup stated the $12 offer represents a 30% premium to the unaffected 30‑day average price as of Dec 1, 2025.

What approvals are required for a potential Somnigroup–Leggett transaction?

Completion would require a definitive agreement, Leggett shareholder approval and required regulatory approvals.

Is Somnigroup's proposal subject to financing or its own shareholder approval?

Somnigroup said the proposed transaction would not be subject to financing contingencies or Somnigroup shareholder approval.

Who are Somnigroup's advisors for the potential transaction with Leggett & Platt (LEG)?

Goldman Sachs is serving as financial advisor and Cleary Gottlieb as legal advisor to Somnigroup.

Will Somnigroup provide further updates about the Leggett & Platt discussions?

Somnigroup said it does not intend to comment further on market speculation or disclose developments unless it deems further disclosure appropriate or required.