Steinhoff International Holdings N.V. / Key word(s): Tender Offer
14.09.2016 08:30
Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
Steinhoff International Holdings NV Completes Tender Offer for Outstanding
Shares of Mattress Firm Holding Corp.
Stellenbosch - September 14, 2016 - Steinhoff (FRANKFURT: SNH) today
announced the successful consummation of its previously announced $64.00
per share cash tender offer for all of the outstanding shares of common
stock of Mattress Firm Holding Corp. (NASDAQ: MFRM).
The tender offer, which was made pursuant to an agreement and plan of
merger, dated as of August 6, 2016 (the "Merger Agreement"), among
Steinhoff, Stripes US Holding, Inc., Stripes Acquisition Corp. (each a
wholly-owned subsidiary of Steinhoff) and Mattress Firm, expired as
scheduled at midnight New York City time, on Tuesday, September 13, 2016. A
total of 25,104,824 Mattress Firm shares, representing approximately 67.36%
of the outstanding common stock of Mattress Firm, were validly tendered
into and not withdrawn from the offer. In addition, notices of guaranteed
delivery were delivered with respect to approximately 1,350,792 shares,
representing approximately 3.62% of the outstanding common stock of
Mattress Firm. All validly tendered shares have been accepted for payment,
which will be made in accordance with the terms of the tender offer.
Steinhoff intends to complete the acquisition of Mattress Firm concurrently
with payment for the tendered shares in accordance with the Merger
Agreement through a merger of an indirect wholly-owned subsidiary with
Mattress Firm. All shares of Mattress Firm common stock not purchased in
the tender offer (other than (i) treasury shares, (ii) shares owned by
Steinhoff or Mattress Firm or any direct or indirect wholly-owned
subsidiary of Steinhoff or Mattress Firm and (iii) shares held by a
Mattress Firm stockholder who has properly exercised their dissenters'
rights of appraisal in respect of such shares) will be converted into the
right to receive $64.00 per share. Upon completion of the merger, Mattress
Firm will become a subsidiary of Steinhoff and Mattress Firm's common stock
will cease trading on the NASDAQ Global Select Market.
About Steinhoff
Steinhoff is an integrated retailer that manufactures, sources and retails
furniture, household goods and general merchandise in Europe, Africa and
Australasia. Steinhoff's vertically integrated business model is based upon
a strategy of sourcing and manufacturing products at low cost and
distributing them to its value-conscious customer base through its
extensive retail footprint.
Steinhoff's integrated retail divisions comprise of:
Household goods comprising furniture and homeware retail businesses;
General Merchandise focusing on clothing and footwear, accessories and
homeware; and
Automotive dealerships in South Africa which provide vehicles, parts,
insurance, accessories and servicing.
Steinhoff has a primary listing on the Frankfurt Stock Exchange and a
secondary listing on the Johannesburg Stock Exchange. Steinhoff reported
revenue and operating profit for the 12 months ended June 30, 2016 of
EUR13.1 billion ($14.5 billion) and EUR1.5 billion ($1.6 billion)
respectively.
For more information, please visit www.steinhoffinternational.com.
About Mattress Firm
With more than 3,600 company-operated and franchised stores across 49
states, Mattress Firm (NASDAQ: MFRM) has the largest geographic footprint
in the United States among multi-brand mattress retailers. Founded in 1986,
Houston-based MFRM is the nation's leading bedding retailer. MFRM, through
its retail brands including Mattress Firm, Sleepy's and Sleep Train, offers
a broad selection of mattresses, bedding accessories and other related
products from leading manufacturers, including Serta, Simmons, Tempur-
Pedic, Sealy, Stearns & Foster, King Coil and Hampton & Rhodes. For more
information, please visit Mattress Firm's website at www.mattressfirm.com.
Contact Information
Steinhoff
Mariza Nel, Director, Corporate Services (Investor Relations)
investors@steinhoffinternational.com Tel: +27 (0)21 808 0711
Mattress Firm Investor Relations
Scott McKinney, Vice President of Investor Relations
ir@mattressfirm.com, Tel: +1 713-328-3417
Mattress Firm Media Contact
Erica Martinez, Jackson Spalding
emartinez@jacksonspalding.com, Tel: +1 214-269-4404
Forward Looking Statements
This press release contains forward-looking statements regarding Steinhoff
and Mattress Firm, including, but not limited to, statements related to the
consummation of the tender offer for Mattress Firm common stock and
benefits thereof, and estimated future financial results, regulatory
submissions and performance of Mattress Firm's business in mattresses and
related products and accessories, as well as other statements that are not
historical facts. These forward-looking statements are based on each of the
companies' current expectations and inherently involve significant risks
and uncertainties. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as a
result of these risks and uncertainties, which include, without limitation,
risks associated with business combination transactions, such as the risk
that the acquired business will not be integrated successfully or that such
integration may be more difficult, time-consuming or costly than expected;
risks related to future opportunities and plans for the combined company,
including uncertainty of the expected future regulatory filings, financial
performance and results of the combined company following completion of the
proposed transaction; disruption from the proposed acquisition, making it
more difficult to conduct business as usual or maintain relationships with
customers, employees or suppliers; and the possibility that if Steinhoff
does not achieve the perceived benefits of the proposed acquisition as
rapidly or to the extent anticipated by financial analysts or investors,
the market price of Steinhoff's ordinary shares could decline; and those
other risks detailed under the caption "Risk Factors" and elsewhere in
Mattress Firm's U.S. Securities and Exchange Commission ("SEC") filings and
reports, including in Mattress Firm's Quarterly Reports on Form 10-Q for
the quarters ended May 3, 2016 and August 2, 2016 and Annual Report on Form
10-K for the year ended February 2, 2016, which are filed with the SEC, and
in Steinhoff's filings and reports filed with the Frankfurt Stock Exchange
or the Johannesburg Stock Exchange and future filings and reports by either
company. Neither Steinhoff nor Mattress Firm undertakes any duty or
obligation to update any forward-looking statements contained in this press
release as a result of new information, future events or changes in its
expectations.
14.09.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: Steinhoff International Holdings N.V.
Herengracht 466
1017 CA Amsterdam
Netherlands
Phone: +27218080700
Fax: +27218080800
E-mail: investors@steinhoffinternational.com
Internet: www.steinhoffinternational.com
ISIN: NL0011375019
WKN: A14XB9
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
End of Announcement DGAP News-Service
---------------------------------------------------------------------------
DGAP-Adhoc: Steinhoff International Holdings NV Completes Tender Offer for Outstanding Shares of Mattress Firm Holding Corp.
| Source: EQS Group AG