Announcement • Aug 27

Somnigroup International Inc. (NYSE:SGI) completed the acquisition of Leggett & Platt, Incorporated (NYSE:LEG) from group of shareholders.

Somnigroup International Inc. (NYSE:SGI) proposed to acquire Leggett & Platt, Incorporated (NYSE:LEG) from group of shareholders for $1.6 billion on December 1, 2025. Somnigroup International Inc signed a definitive agreement to acquire Leggett & Platt, Incorporated from group of shareholders for $2.5 billion on April 13, 2026. As per the transaction, most of the Leggett & Platt’s management team and employees will be retained. As per the transaction, 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. Under the terms of the agreement, Leggett & Platt shareholders will receive 0.1455 shares of Somnigroup common stock in exchange for each share of Leggett & Platt common stock they own. As a result of the transaction, Leggett & Platt’s shareholders will own approximately 9% of the combined company on a fully diluted basis. Leggett & Platt would be required to pay Somnigroup a termination fee of $64 million. Somnigroup would be required to pay Leggett & Platt a termination fee of $80 million. The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer board, approval of offer by target shareholders, consummation of due diligence investigation, subject to antitrust regulations, listing / approval of new shares on stock exchange and registration statement effectiveness ( S-4 / F-4). The agreement has been unanimously approved by the Boards of Directors of Somnigroup and Leggett & Platt. The transaction is currently anticipated to close by year-end 2026. The combination is expected to be accretive to adjusted EPS before synergies in the first year post close. As of June 3, 2026, the waiting period under the HSR Act for the acquisition has expired, with the deal expected to close by year-end 2026, subject to remaining conditions. As of August 20, 2026, Leggett & Platt shareholders approved the transaction and is subject to a remaining required regulatory approval and it is anticipated that the transaction will close upon satisfaction of the remaining closing conditions. As of August 25, 2026, the transaction received all requisite regulatory approvals. Goldman Sachs & Co. LLC acted as financial advisor for Somnigroup International Inc. The team of Cleary Gottlieb Steen & Hamilton LLP led by Paul Shim, Timothy Saviola, Michael Saliba, Amy Shapiro, Michael Albano, Bruce Hoffman, Blair Matthews, Christopher Cook, and Paul Gilbert, Lars-Peter Rudolf, Vladimir Novak, Samuel Chang, Jim Corsiglia, Lillian Tsu, Jason Factor, Maureen Linch, Marcela Robledo, Beau Sterling, Joseph Lanzkron and attorney Jacqueline Debs acted as legal advisor for Somnigroup International Inc. J.P. Morgan Securities LLC acted as a financial advisor, fairness opinion provider for Leggett & Platt, will receive a fee of $5 million for opinion rendered and $36 million for advisory services. The team of Latham & Watkins LLP led by Bradley Faris, Christopher Drewry, Sean Parish, Michelle Carpenter, Richard Nettles, Nineveh Alkhas, Amanda Reeves, Hector Armengod and Tomas Nilsson, and London partner Simon Pritchard, Jana Dammann de Chapto, Jeffery Tochner, Pelin Serpin, Robert Brown, Rene de Vera, Diana Doyle, Jenna Cooper, Scott Westhoff, Michael Benjamin, Roderick Branch, Manasi Bhattacharyya, Jeffery Anderson and Joshua Marnitz acted as a legal advisor for Leggett & Platt. Okapi Partners, LLC acted as proxy solicitor to Leggett & Platt, Incorporated and will receive a fee of $0.025 million. Somnigroup International Inc. (NYSE:SGI) completed the acquisition of Leggett & Platt, Incorporated (NYSE:LEG) from group of shareholders on August 26, 2026.

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Somnigroup International Inc. (NYSE:SGI) completed the acquisition of Leggett & Platt, Incorporated (NYSE:LEG) from group of shareholders.

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