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Steinhoff International Holdings NV Completes Tender Offer For Outstanding Shares Of Mattress Firm Holding Corp
STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019
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validly tendered into and not withdrawn from the offer.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 €13.1 billion ($14.5 billion) and €1.5 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.
JSE Sponsor: PSG Capital Proprietary Limited
Date: 14/09/2016 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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