Simmons Bedding Company to Acquire Simmons Canada Inc.

Furniture World Magazine

Simmons Bedding Company ("Simmons US"), a subsidiary of Simmons Company and a leading manufacturer of premium-branded bedding products in the United States, announced that it has entered into a definitive agreement pursuant to which a subsidiary of Simmons US will acquire all of the securities of Simmons Canada Inc. ("Simmons Canada"), a leading manufacturer of bedding products in Canada, from SCI Income Trust ("SCI") (TSX: SMN.UN - News). Under the proposed transaction SCI will receive approximately C$130 million as consideration for the sale of Simmons Canada, and immediately following the sale of Simmons Canada, SCI will redeem all of SCI's outstanding units for C$16.25 per unit in cash. The proposed transaction provides SCI's unitholders with a premium of approximately 30% over the September 20th closing price of C$12.46 per unit on the Toronto Stock Exchange. "Simmons Canada has a rich history of producing high quality sleep products," said Charlie Eitel, Simmons US' Chairman and Chief Executive Officer. "We look forward to expanding upon the strong foundation that Simmons Canada has established within the Canadian marketplace. We are thrilled with the prospects of welcoming Simmons Canada back into the Simmons family and expanding our North American market position." Simmons US sold its Canadian manufacturing rights in 1990 as part of a Canadian management led buyout and currently does not own any units of SCI or any equity interest in Simmons Canada. Terry Pace, President and CEO of Simmons Canada, said, "We purchased the Simmons Canada business and became a licensee of Simmons US in 1990. Since that time we have continued to work closely with the Simmons US team. We are excited to be joining with Simmons US and look forward to working with them to continue to grow our business." The Board of Directors of Simmons Canada, as administrator of SCI, established a committee of independent directors (the "Special Committee") to review the terms of the proposed transaction. The Special Committee retained legal counsel and CIBC World Markets Inc. as financial advisor. After consultation with its advisors and receipt of a fairness opinion, the Special Committee recommended that the Board of Directors approve the transaction. The Board of Directors of Simmons Canada has determined that the proposed transaction is in the best interests of SCI and has unanimously approved the proposed transaction. They further agreed to support the transaction and recommend to unitholders of SCI that they approve the proposed transaction. SCI has agreed to not complete its reorganization into a modern trust-on-partnership structure which was approved at SCI's annual and special meeting held on May 25, 2006 pending approval of the proposed transaction by its unitholders. It is anticipated that a circular describing the proposed transaction will be mailed to SCI unitholders shortly, with a special meeting of SCI unitholders to be held on November 14, 2006 to approve the transaction. The Board of Directors of Simmons Canada has set a record date of October 16, 2006 in respect of the special meeting. The transaction is subject to the approval of SCI's unitholders representing more than 66 2/3% of the units voted in person or by proxy at the meeting. The transaction is expected to close in November, subject to customary third party consents and approvals. Simmons US plans to finance the acquisition from proceeds from its recently completed sale of Sleep Country USA, cash flows from operations, and availability under its revolving loan from its existing senior credit facility. Scotia Capital Inc. acted as financial advisor to Simmons US on this transaction. About Simmons Bedding Company Atlanta-based Simmons Bedding Company, a subsidiary of Simmons Company, is one of the world's largest mattress manufacturers, manufacturing and marketing a broad range of products including Beautyrest®, BackCare®, Beautyrest Black(TM), Natural Care(TM) Latex, BackCare Kids® and Deep Sleep®. Simmons US operates 17 conventional bedding manufacturing facilities and two juvenile bedding manufacturing facilities across the United States and Puerto Rico. Simmons US is committed to developing superior mattresses and promoting a higher quality sleep for consumers around the world. For more information, visit the company's website at http://www.simmons.com. About Simmons Canada Inc.: Simmons Canada Inc., the operating company wholly owned by SCI Income Trust, is a leading manufacturer of mattresses and foundations in Canada. The company manufactures five nationally-known brand names of mattresses, Beautyrest® (now featuring Evolution the Non-Flip Pocket Coil®), BackCare®, Beautysleep®, Dreamscapes and sang(TM) as well as manufacturing and distributing the Obus Forme(TM) line of mattresses and foundation under license. Simmons Canada also contracts the manufacture of Hide-A-Bed® convertible sofas and other upholstery products and high quality furniture. Simmons Canada supplies its products to a broad range of customers, including national department store chains, specialty sleep stores, furniture buying groups, independent furniture retailers as well as to the hospitality industry. The business of Simmons Canada was established in 1891. Simmons Canada services its customers from factories in Vancouver, Calgary, Toronto and Montreal. For more information, visit Simmons Canada's website at http://www.simmonscanada.com.