USD 3.8 BN DEAL - Steinhoff International Holdings NV to Acquire Mattress Firm Holding Corporation for $64.00 per Share

Steinhoff International Holdings N.V. / Key word(s): Acquisition

07.08.2016 19:42

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.

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Steinhoff International Holdings NV to Acquire Mattress Firm Holding
Corporation for $64.00 per Share

Stellenbosch - August 7, 2016 - Steinhoff (FRANKFURT: SNH) and Mattress
Firm (NASDAQ: MFRM) today announced that they have entered into a
definitive merger agreement under which Steinhoff will, subject to the
successful consummation of a cash tender offer, acquire Mattress Firm for
$64.00 per share in cash. This represents a total equity value of
approximately $2.4 billion and an enterprise value for Mattress Firm of
approximately $3.8 billion including net debt.

The investment in Mattress Firm will create the world's largest multi-brand
mattress retail distribution network and facilitate Steinhoff's entry into
the U.S. Similar to the European retail mattress market, where Steinhoff is
a leader, the North American mattress industry has demonstrated long term
stability and consistent growth. Mattress Firm represents an attractive
investment proposition to Steinhoff through its national footprint and
leadership in the U.S. mattress retail market.

The acquisition price is a premium of 115% to Mattress Firm's closing price
of $29.74 per share at the close of trading on August 5, 2016. The
transaction has been unanimously approved by the board of directors of
Mattress Firm and the management and supervisory boards of Steinhoff.

Markus Jooste, CEO of Steinhoff said: \"The boards of Steinhoff and its
management team are enthusiastic about the opportunities this transaction
creates. This transaction will allow Steinhoff to not only enter the U.S.
market with an industry leading partner and a national supply chain, but it
will also expand Steinhoff's global market reach in the core product
category of mattresses. The Mattress Firm brand and speciality retail
concept are a strong complement to the Steinhoff group retail brand
portfolio in the many geographies where the group operates.

Steinhoff recognises the strength of Mattress Firm's experienced and
entrepreneurial management team and its proven track record of delivering
growth, profitability and leadership in the U.S. retail mattress market. We
look forward to welcoming Mattress Firm employees to be part of the one of
the world's leading multi-format retailers.\"

Steve Stagner, Mattress Firm Executive Chairman said: \"The Mattress Firm
board believes that the transaction provides significant value to our
stockholders through the premium to our share price and the immediate
liquidity at closing, while giving Mattress Firm an ideal partner with a
proven track record in the complete mattress supply chain including the
retail and manufacture of mattresses. This expertise will complement our
diverse selection of products provided by our valuable partners.
Steinhoff's management team shares our vision for the growth and expansion
of Mattress Firm and, as such, we believe they are the right long-term
partner for our customers, employees, suppliers and other stakeholders.\"

Transaction Details

Under the terms of the merger agreement, an indirect, wholly owned
subsidiary of Steinhoff will commence a cash tender offer to purchase up to
all of the outstanding shares of Mattress Firm common stock for $64.00 per
share in cash. The closing of the tender offer is subject to customary
closing conditions, including regulatory clearances and a majority tender
condition, following which all remaining stockholders of Mattress Firm will
be cashed out, with a right to receive the offer price in a merger that
will take place as soon as practicable thereafter. The transaction is
expected to close by or around the end of the third calendar quarter.

Steinhoff intends to finance the acquisition through a combination of bank
and bridge loans. The closing of the transaction is not subject to any
financing condition.

Steinhoff will post a slide presentation of the transaction on its website:
www.steinhoffinternational.com.

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 and as at August 5,
2016 (the latest practicable date prior to publication of this
Announcement) has a market capitalization of approximately EUR22 billion
($24 billion). Steinhoff reported revenue and operating profit for the
nine-months ended March 31, 2016 of EUR9.9 billion ($11 billion) and EUR1.1
billion ($1.2 billion) respectively, and employs approximately 105,000
people.

For more information, please visit www.steinhoffinternational.com.

About Mattress Firm

With more than 3,500 company-operated and franchised stores across 48
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 with over $3.5
billion in pro forma sales in 2015. MFRM, through its 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.

Advisors

Linklaters LLP acted as legal counsel to Steinhoff.

Mattress Firm's exclusive financial advisor for the transaction was
Barclays.

Ropes & Gray LLP acted as legal counsel to Mattress Firm.