Somnigroup International Inc.
06/04/2026 | Press release | Distributed by Public on 06/04/2026 04:22
Regulation FD Disclosure (Form 8-K)
Item 7.01 Regulation FD Disclosure.
As previously announced, on April 13, 2026, Somnigroup International Inc. ("Somnigroup") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Leggett & Platt, Incorporated ("Leggett & Platt") and Sparrow Unity Corporation, a direct, wholly owned subsidiary of Somnigroup ("Merger Sub"), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Leggett & Platt (the "Merger"), with Leggett & Platt surviving the Merger as a direct wholly owned subsidiary of Somnigroup.
On June 4, 2026, Somnigroup confirmed that the required 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), as amended, expired on June 3, 2026, at 11:59 p.m., Eastern Time.
Somnigroup expects the transaction to close by year-end 2026, subject to the fulfillment or waiver of certain conditions, including, among others, (i) the adoption of the Merger Agreement and approval of the Merger by the shareholders of Leggett & Platt, (ii) the receipt of all clearances, consents and approvals under certain specified competition laws in Canada, the European Union, the United Kingdom, and the Republic of Korea, as well as under applicable foreign investment laws in Austria; (iii) the effectiveness of a registration statement on Form S-4 to be filed by Somnigroup with the Securities and Exchange Commission ("SEC") and the absence of any stop order or pending proceeding with respect thereto; and (vi) the absence of any material adverse effect with respect to Somnigroup and Leggett & Platt since the date of the Merger Agreement.
The information furnished pursuant to this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
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