Law Firm of Wohl & Fruchter Commences Investigation into Acquisition of Sealy Corporation by Tempur-Pedic International Inc.
September 28 2012 - 7:15AM
Business Wire
The law firm of Wohl & Fruchter LLP has commenced an
investigation into the proposed acquisition of Sealy Corporation
(Sealy) (NYSE: ZZ) by Tempur-Pedic International Inc.
(Tempur-Pedic).
As announced on September 27, Sealy and Tempur-Pedic entered
into a merger agreement on September 26 through which Tempur-Pedic
will acquire Sealy for $2.20 per share in cash.
The proposed merger price is less than a 3% premium over Sealy’s
closing price on September 26. By contrast, Tempur-Pedic’s shares
gained over 14% after announcement of the merger.
An affiliate of Kohlberg Kravis Roberts & Co. (KKR) owns
approximately 45% of Sealy’s common stock, has substantial
representation on Sealy’s board of directors, and has entered into
an agreement to support the merger. KKR’s interests may conflict
with the interests of Sealy’s other shareholders as a result of its
ownership of convertible notes and potential liability for
self-dealing conduct that is the subject of pending litigation.
The merger agreement does not authorize a separate vote by
Sealy’s unaffiliated shareholders, and its largest unaffiliated
shareholder, H Partners, has publicly announced that it opposes the
transaction.
Wohl & Fruchter’s investigation concerns the fairness of the
proposed merger and whether Sealy’s directors fulfilled their
fiduciary duties in entering into the merger agreement.
Additional information is available
at http://www.wohlfruchter.com/cases/zz.
Persons with relevant information, and Sealy shareholders with
questions about this investigation, are invited to contact our Firm
by calling 866.582.8140, or contacting the attorney below.
About Wohl & Fruchter
Wohl & Fruchter LLP represents plaintiffs in litigation
arising from fraud and other fiduciary breaches by corporate
managers, as well as other complex litigation matters. Please visit
our website, www.wohlfruchter.com, to learn more about our Firm, or
contact one of our partners.
This release may be deemed to constitute attorney
advertising.
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