UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
MATTRESS FIRM HOLDING CORP.
(Name of Subject Company)
MATTRESS FIRM HOLDING CORP.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
57722W106
(CUSIP Number of Common Stock)
Kindel L. Elam
General Counsel and Secretary
Mattress Firm Holding Corp.
5815 Gulf Freeway
Houston, Texas 77023
(713) 923-1090
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing
Statement)
With a copy to:
Christopher D. Comeau
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
On August 6, 2016, Mattress Firm Holding Corp. (the “Company” or “Mattress Firm”) entered into an Agreement and Plan of Merger with Steinhoff International Holdings N.V. (“Steinhoff”), Stripes US Holding, Inc., a direct wholly-owned subsidiary of Steinhoff (“HoldCo”) and Stripes Acquisition Corp., a direct wholly-owned subsidiary of HoldCo (“Merger Sub”).
This Schedule 14D-9 filing consists of the following documents relating the proposed merger:
1) Key FAQs for Company managers, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference;
2) E-mail, dated August 8, 2016, from Ken Murphy, the Company’s President and Chief Executive Officer, to stock option and restricted stock holders of the Company, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference;
3) E-mail, dated August 8, 2016, from Ken Murphy, the Company’s President and Chief Executive Officer, to Company employees, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference;
4) Presentation given at Company employee meeting on August 8, 2016, a copy of which is attached hereto as Exhibit 99.4 and incorporated herein by reference;
5) Press release, dated August 8, 2016, issued by Mattress Firm; and
6) Media Holding Statement.
The items listed above were first used or made available on August 8, 2016. In addition, the information set forth under Items 1.01, 5.03, 8.01 and 9.01 of the Current Report on Form 8-K filed by the Company on August 8, 2016 (including all exhibits attached thereto) are incorporated herein by reference.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements. Any statements contained herein which do not describe historical facts, including but not limited to, statements regarding the expected timing and closing of the tender offer and the merger transactions, the ability of Mattress Firm to complete the transaction, the operations of Mattress Firm’s business during the pendency of the transaction and the expectations for the business in the event the merger is completed, are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others: the risk that Mattress Firm stockholders will not tender shares in the tender offer; the possibility that competing offers may be made; the possibility that various closing conditions may not be satisfied or waived; or that a material adverse effect occurs with respect to Mattress Firm; the outcome of legal proceedings that may be instituted against Mattress Firm and/or others related to the proposed transaction; effects of disruption from the proposed transaction making it more difficult to maintain relationships with employees, customers and other business partners; and those additional factors discussed in Mattress Firm’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. Mattress Firm cautions investors not to place considerable reliance on the forward-looking statements contained in this communication. These forward-looking statements speak only as of the date of this communication, and Mattress Firm undertakes no obligation to update or revise any of these statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Mattress Firm stock. Upon commencement of the tender offer, Steinhoff, HoldCo and Merger Sub will file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on
Schedule TO. Following commencement of the tender offer, Mattress Firm will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Stockholders are urged to read the tender offer materials (including the offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 when such documents become available, as they will contain important information about the tender offer. Stockholders can obtain these documents when they are filed and become available free of charge from the SEC’s website at www.sec.gov, or from Mattress Firm upon written request to the Investor Relations Department, Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, TX 77023, telephone number (713) 923-1090 or from MFRM’s website, http://ir.mattressfirm.com/.
EXHIBIT INDEX
|
Exhibit |
|
Description |
|
99.1 |
|
Key FAQs for Company managers |
|
99.2 |
|
E-mail, dated August 8, 2016, from Ken Murphy, the Company’s President and Chief Executive Officer, to stock option and restricted stock holders of the Company |
|
99.3 |
|
E-mail, dated August 8, 2016, from Ken Murphy, the Company’s President and Chief Executive Officer, to Company employees |
|
99.4 |
|
Presentation given at Company employee meeting on August 8, 2016 |
|
99.5 |
|
Press release, dated August 8, 2016, issued by Mattress Firm Holding. Corp |
|
99.6 |
|
Media Holding Statement |