LEXINGTON, Ky., March 27, 2020 /PRNewswire/ -- Tempur Sealy
International, Inc. (NYSE: TPX, "Company") announced today that the
Board of Directors has approved the adoption of a limited duration
shareholder rights plan (the "Rights Plan") and declared a dividend
distribution of one right ("Right") for each outstanding share of
common stock. The record date for such dividend distribution
is April 7, 2020.
The adoption of the Rights Plan is intended to protect the
Company and its stockholders from the actions of third parties that
the Board of Directors determines are not in the best interests of
the Company and its stockholders, and to enable all stockholders to
realize the long-term value of their investment in the Company. The
Board of Directors believes that the Rights Plan will ensure that
the Board of Directors remains in the best position to discharge
its fiduciary duties to the Company and its stockholders. The
Rights Plan is not intended to interfere with any sale, merger,
tender or exchange offer or other business combination approved by
the Board of Directors. Nor does the Rights Plan prevent the
Company's Board of Directors from considering any offer that it
considers to be in the best interest of the Company's stockholders.
The Rights Agreement is similar to shareholder rights plans adopted
by other public companies, and is intended to promote the fair and
equal treatment of all Company stockholders and ensure that no
person or group can gain control of the Company through open market
accumulation or other tactics potentially disadvantaging the
interests of all stockholders without paying an appropriate control
premium to deliver sufficient value for all Company stockholders.
The Board has taken note in particular that, in light of the
COVID-19 pandemic and recent market events, the closing price of
the Company's common stock had dropped by over 70% during a 10
trading day period within the past month.
Under the Rights Plan, the rights generally would become
exercisable only if a person or group acquires beneficial ownership
of 10% (or 20% in the case of a passive institutional investor) or
more of the Company's common stock in a transaction not approved by
the Company's Board of Directors. In that situation, each holder of
a right (other than the acquiring person or group, whose rights
will become void and will not be exercisable) will have the right
to purchase, upon payment of the exercise price and in accordance
with the terms of the Rights Plan, a number of shares of Company
common stock having a market value of twice such price. In
addition, if the Company is acquired in a merger or other business
combination after an acquiring person acquires 10% (or 20% in the
case of a passive institutional investor) or more of the Company's
common stock, each holder of the right would thereafter have the
right to purchase, upon payment of the exercise price and in
accordance with the terms of the Rights Plan, a number of shares of
common stock of the acquiring person having a market value of twice
such price.
The Rights Plan will expire, without any further action being
required to be taken by the Company's Board of Directors, on
March 26, 2021. The Company's Board
of Directors intends to consider an earlier termination of the
Rights Plan if market and other conditions warrant.
Further details of the Rights Plan will be contained in a
Current Report on Form 8-K and in a Registration Statement on Form
8-A that the Company will be filing with
the Securities and Exchange Commission (SEC). These filings
will be available on the SEC's web site at www.sec.gov. Copies are
also available at no charge at the Investor Relations section of
the Company's corporate website at www.tempursealy.com.
Cleary Gottlieb Steen and
Hamilton LLP is serving as legal advisor to Tempur Sealy.
Forward-Looking Statements
This press release contains statements that may be characterized
as "forward-looking" within the meaning of the federal securities
laws, which includes information concerning one or more of the
Company's plans, objectives, goals, strategies, and other
information that is not historical information. When used in this
release, the words "expects," "will," "intends," "believes,"
"would" and variations of such words or similar expressions are
intended to identify such statements. These forward-looking
statements include, without limitation, statements relating to the
Company's Rights Plan and anticipated benefits and expected
consequences of the Rights Plan. Any forward-looking statements
contained herein are based upon current expectations and beliefs
and various assumptions. There can be no assurance that the Company
will realize these expectations or that these beliefs will prove
correct.
Numerous factors, many of which are beyond the Company's
control, could cause actual results to differ materially from any
that may be expressed as forward-looking statements. These risk
factors include risks associated with the duration, scope and
severity of COVID-19 and its effects on the global economy and the
Company's business and operations; the effectiveness of the Rights
Plan in (i) preventing a third party from taking advantage of
the onset of adverse market conditions or recent and potentially
short-term declines in the Company's share price to acquire actual
or effective control, in the open market or otherwise, of the
Company's common stock without paying a price that reflects the
Company's intrinsic value or long-term prospects, or
(ii) providing the Board with an increased period of time to
evaluate the adequacy of an acquisition offer, investigate
alternatives, solicit competitive proposals, or take other steps
necessary to maximize value for the benefit of all the Company's
stockholders.
Other potential risk factors include the risk factors discussed
under the heading "Risk Factors" in ITEM 1A of Part 1 of the
Company's Annual Report on Form 10-K for the year
ended December 31, 2019. There may be other factors that may
cause actual results to differ materially from the forward-looking
statements contained herein. The Company undertakes no obligation
to update any forward-looking statement contained herein to reflect
events or circumstances after the date on which such statement is
made.
About the Company
Tempur Sealy International, Inc. (NYSE: TPX) develops,
manufactures, and markets mattresses, foundations, pillows and
other products. The Company's products are sold worldwide
through third party retailers, its own stores, and online. The
Company's brand portfolio includes many highly recognized brands in
the industry, including Tempur®, Tempur-Pedic®, Sealy® featuring
Posturepedic® Technology, and Stearns & Foster®. World
headquarters for Tempur Sealy International is in Lexington, KY. For more information,
visit http://www.tempursealy.com or call
800-805-3635.
Investor Relations Contact
Aubrey Moore
Investor Relations
Tempur Sealy International, Inc.
800-805-3635
Investor.relations@tempursealy.com
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SOURCE Tempur Sealy International, Inc.