Sept. 27, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in Sealy Corporation (NYSE:ZZ) shares was announced concerning whether the offer by Tempur-Pedic to acquire Sealy Corporation for $2.20 per NYSE:ZZ share and the takeover process are unfair to investors in Sealy Corporation.


The investigation by a law firm concerns whether certain officers and directors of Sealy Corporation breached their fiduciary duties owed to NYSE:ZZ investors in connection with the proposed acquisition.

On September 27, 2012, Tempur-Pedic International Inc. (NYSE: TPX) and Sealy Corporation (NYSE: ZZ) announced that they have signed an agreement to create a $2.7 billion global bedding provider. Under the terms of the proposed transaction Tempur-Pedic will acquire all of the outstanding common stock of Sealy for $2.20 per share.

However, given that stockholders holding approximately 51% of Sealys outstanding common stock have already executed a written consent approving the transaction and no additional shareholder approvals are required to complete the transaction, the investigation a law firm concerns whether the proposed transaction is unfair to NYSE:ZZ stockholders. Furthermore, Shares of Sealy Corporation (NYSE:ZZ) traded as recently as April 17, 2012 at $2.32 per share, thus well above the current offer.

Therefore, the investigation focuses on whether the Sealy Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.