Somnigroup Responds to Leggett & Platt Transaction Proposal
Somnigroup (SGI) issued the following statement in response to the announcement by Leggett & Platt (LEG) that its board of directors has authorized discussions and entered into a customary non-disclosure agreement to facilitate due diligence and discussions with Somnigroup: "We welcome the Board's willingness to engage in discussions with us and we look forward to conducting customary due diligence. Somnigroup remains committed to pursuing a transaction that will deliver substantial value to shareholders of both companies. However, as we advised Leggett & Platt in declining to revise our proposal in advance of customary due diligence, we believe that our proposed all-stock transaction for value of $12 per share, as previously announced on December 1, 2025, represents fair value for Leggett & Platt. Our proposal offers Leggett & Platt shareholders a 30% premium to the unaffected 30-day average price of Leggett & Platt's shares as of that date, and an opportunity to participate in the future growth of the combined company."
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- Dividend Yield Comparison: PepsiCo offers a dividend yield of 3.8%, surpassing Coca-Cola's 2.8%, yet Coca-Cola's superior earnings growth and profit margins indicate a stronger investment potential.
- Earnings Growth Discrepancy: Coca-Cola reported a 30% adjusted earnings growth last quarter, while PepsiCo experienced an 11% decline, highlighting Coca-Cola's rapidly improving core operational profitability, which may attract more investor interest.
- Profit Margin Analysis: Coca-Cola's profit margin stands at 27.3%, significantly above the industry average of 13.4% and PepsiCo's 7.8%, reflecting Coca-Cola's advantages in pricing power and operational efficiency.
- Dividend Safety: While both companies are Dividend Kings, PepsiCo's payout ratio of 105% raises concerns about its ability to sustain dividends, whereas Coca-Cola's 66% payout ratio indicates stronger financial health.
- Dividend Growth Comparison: While PepsiCo's dividend has increased by 39% since 2021, outpacing Coca-Cola's 21%, Coca-Cola's lower dividend yield of 2.8% compared to PepsiCo's 3.8% makes PepsiCo appear more attractive for dividend-focused investors.
- Profitability Discrepancy: Coca-Cola reported a 30% growth in adjusted earnings last quarter, contrasting with an 11% decline for PepsiCo, indicating a significant advantage for Coca-Cola in core operational profitability, which may attract more investor interest.
- Margin Comparison: Coca-Cola's average profit margin stands at 27.3%, significantly above the beverage industry's average of 13.4%, while PepsiCo lags at 7.8%, highlighting Coca-Cola's superior pricing power and operational efficiency.
- Dividend Payout Ratio Warning: PepsiCo's payout ratio is at 105%, indicating it spends more on dividends than it earns in net income, and if profit margins continue to decline, it may be forced to cut dividends in the coming years, jeopardizing its Dividend King status.
- Earnings Release Schedule: Leggett & Platt will release its fourth quarter and full year earnings on February 11, 2026, showcasing the company's performance across various markets and future outlook.
- Conference Call Timing: The company will hold a conference call on February 12, 2026, at 8:30 a.m. ET to discuss earnings results and market conditions, which is expected to attract investor interest.
- Webcast Availability: The conference call will be webcast through the Investor Relations section of the company's website, allowing investors to access real-time information and participate in discussions.
- Financial Information Release: Earnings and related financial information will be posted on February 11, ensuring investors have the necessary background material to understand the financial performance ahead of the call.

- Acquisition Proposal: Somnigroup has proposed an all-stock acquisition of Leggett & Platt at $12 per share, which represents a 30% premium over the unaffected 30-day average price, providing Leggett shareholders with fair value and an opportunity to participate in the future growth of the combined entity.
- Market Reaction: Following the announcement of the acquisition intention on December 1, Leggett & Platt's shares surged, reaching $92.7 in premarket trading, indicating a positive market response and expectations for the potential of future integration.
- Earnings Guidance Increase: Somnigroup raised its 2025 EPS guidance to $2.60-$2.75 after the acquisition proposal, suggesting that synergy gains from the Mattress Firm integration are accelerating, thereby enhancing its financial outlook.
- Shareholder Interests: While Somnigroup's offer is viewed by some analysts as unfair, it is still seen as a potential lifeline for Leggett shareholders, reflecting the market's complex perspective on the acquisition and the opportunity for shareholders to engage in future growth.
- Dividend Milestone: Pentair announced an 8% dividend increase, marking its 50th consecutive year of raising dividends, joining a select group of just 56 Dividend Kings, showcasing the company's stability amid economic uncertainties.
- Strong Financial Performance: The company recently reported a 14% growth in adjusted earnings per share and record cash flow of $719 million, sufficiently supporting its dividend increase and boosting investor confidence.
- Buyback Program Support: Pentair repurchased $175 million in shares during the first three quarters of 2025, enhancing dividend safety by reducing outstanding shares, thereby making each dividend payment more attractive.
- Superior Payout Ratio: With a payout ratio of only 25%, Pentair can easily increase dividends without jeopardizing financial health, demonstrating its commitment to shareholders and potential for future growth.
- Acquisition Proposal: Somnigroup has proposed an all-stock acquisition of Leggett & Platt at $12 per share, representing a 30% premium over the unaffected 30-day average price, highlighting its commitment to enhancing shareholder value for both companies.
- Due Diligence Progress: The Board of Directors of Leggett & Platt has authorized discussions and entered into a non-disclosure agreement with Somnigroup, indicating a serious approach to the transaction that could expedite the process.
- Advisory Team: Somnigroup has engaged Goldman Sachs as its financial advisor and Cleary Gottlieb Steen & Hamilton LLP as its legal advisor, ensuring professionalism and compliance in the transaction, which may bolster market confidence.
- Transaction Conditions: The proposed deal is contingent upon Leggett & Platt shareholder approval and necessary regulatory approvals, while Somnigroup does not require its shareholders' approval, demonstrating its proactive and flexible stance in the negotiation.










