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

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.

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