"We are pleased to announce the completion of our acquisition of Sealy and are very excited about our future as Tempur Sealy International," said Mark Sarvary, Chief Executive Officer. "We remain confident that our shared know-how and expected efficiencies will result in tremendous value. Our focus now is on ensuring that our integration process remains on track and is as seamless as possible for all of our employees, customers and other stakeholders."
The combination of Tempur-Pedic and Sealy creates the world's largest bedding provider. Together, Tempur-Pedic and Sealy have the strongest brand portfolio with the most highly recognized brands in the industry, including Tempur, Tempur-Pedic, Sealy, Sealy Posturepedic, Optimum and Stearns & Foster. In addition, the Company has the most comprehensive suite of bedding products available in the market with products for almost every consumer preference and price point.
Corporate Name Change
To recognize the transformational nature of this combination, the Company intends to change its corporate name to Tempur Sealy International, Inc. The Company will seek stockholder approval for the proposed change at its Annual Meeting of Stockholders in May 2013. The Company's portfolio of iconic brands and consumer-facing marketing will not be affected by the planned corporate name change and thus will continue to be represented in the market as they are today. The Company's global corporate headquarters will be in Lexington, KY.
Strategic Benefits of Combination
- Tempur-Pedic and Sealy have the most iconic and recognized bedding brands in the world
-Sealy's strength in innerspring and hybrid mattresses fit seamlessly with Tempur-Pedic's leadership in visco-elastic mattresses, adjustable bases and pillows
-Highly complementary global footprint with strong presence in North America, South America, Europe, Asia, and Australia
- Ability to create significant shareholder value with annual cost synergies in excess of $40 million expected by the third year realized through purchasing, supply chain and increased efficiencies
- Attractive upside from revenue synergies as a result of a broader product offering and access to more channels, including international expansion
- Strong cash flow characteristics will enable rapid debt reduction and continued investment in growth initiatives
- A strong management team with extensive industry and global consumer products experience
Transaction and Financial Details
Tempur-Pedic acquired all of the outstanding common stock of Sealy for $2.20 per share and assumed or will repay all of Sealy's outstanding convertible and non-convertible debt, for a total transaction value of approximately $1.3 billion. As previously disclosed, the Company funded the transaction and the refinancing of its existing credit facility with $1.770 billion senior secured facilities and $375 million of senior notes.
The Company intends to provide updated guidance for the combined company when it releases first quarter 2013 earnings in early May.
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