Somnigroup to acquire Leggett & Platt in $2.5B all-stock transaction

Somnigroup (SGI) and Leggett & Platt (LEG) announced that the companies have signed a definitive agreement pursuant to which Somnigroup will acquire Leggett & Platt in an all-stock transaction valued at approximately $2.5B based on Somnigroup’s closing share price on April 10. 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. 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, subject to the satisfaction of customary closing conditions, including approval by Leggett & Platt’s shareholders and receipt of applicable regulatory approvals. The transaction does not require Somnigroup shareholder approval. Following the close of the transaction, Leggett & Platt is expected to operate as a separate business unit within Somnigroup, similar to Tempur Sealy, Mattress Firm, and Dreams, and to maintain its offices in Carthage, Missouri. Leggett & Platt’s chairman and CEO, Karl Glassman, will continue to lead Leggett & Platt following the closing date and will assist with a seamless transition to a new CEO of the Leggett & Platt business unit within twelve months of the closing date. Together, after giving effect to the transaction, including elimination of intercompany sales, the combined company generated 2025 net sales of approximately $11.2B, approximately $1.7B of adjusted EBITDA, and $1.1 billion of operating cash flow. The combined company is expected to operate 175 manufacturing facilities across 36 countries worldwide, supported by a global workforce of more than 36,000 colleagues. The combined company will continue to honor Leggett & Platt’s existing supply agreements with customers in the bedding industry. The transaction drives immediate adjusted EPS accretion before synergies. The combination is expected to be accretive to adjusted EPS before synergies in the first year post close. The combination presents cost synergy opportunities with an expected net positive impact on adjusted EBITDA of $50M on a fully implemented annual run-rate basis. The main categories of anticipated synergies are sourcing, operations and product innovation. The company expects that these synergies will be fully realized over a three-year period, with approximately $10M benefiting adjusted EBITDA in the first twelve months post-closing.