SC14D9C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

MATTRESS FIRM HOLDING CORP.

(Name of Subject Company)

MATTRESS FIRM HOLDING CORP.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

57722W106

(CUSIP Number of Common Stock)

Kindel L. Elam

General Counsel and Secretary

Mattress Firm Holding Corp.

5815 Gulf Freeway

Houston, Texas 77023

(713) 923-1090

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing
Statement)

With a copy to:

Christopher D. Comeau

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

(617) 951-7000

xCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

On August 6, 2016, Mattress Firm Holding Corp. (the “Company” or “Mattress Firm”) entered into an Agreement and Plan of Merger with Steinhoff International Holdings N.V. (“Steinhoff”), Stripes US Holding, Inc., a direct wholly-owned subsidiary of Steinhoff (“HoldCo”) and Stripes Acquisition Corp., a direct wholly-owned subsidiary of HoldCo (“Merger Sub”).

This Schedule 14D-9 filing consists of the following documents relating the proposed merger:

1)Key FAQs for Company managers, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference;

2)E-mail, dated August 8, 2016, from Ken Murphy, the Company’s President and Chief Executive Officer, to stock option and restricted stock holders of the Company, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference;

3)E-mail, dated August 8, 2016, from Ken Murphy, the Company’s President and Chief Executive Officer, to Company employees, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference;

4)Presentation given at Company employee meeting on August 8, 2016, a copy of which is attached hereto as Exhibit 99.4 and incorporated herein by reference;

5)    Press release, dated August 8, 2016, issued by Mattress Firm; and

6)    Media Holding Statement.

The items listed above were first used or made available on August 8, 2016. In addition, the information set forth under Items 1.01, 5.03, 8.01 and 9.01 of the Current Report on Form 8-K filed by the Company on August 8, 2016 (including all exhibits attached thereto) are incorporated herein by reference.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements. Any statements contained herein which do not describe historical facts, including but not limited to, statements regarding the expected timing and closing of the tender offer and the merger transactions, the ability of Mattress Firm to complete the transaction, the operations of Mattress Firm’s business during the pendency of the transaction and the expectations for the business in the event the merger is completed, are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others: the risk that Mattress Firm stockholders will not tender shares in the tender offer; the possibility that competing offers may be made; the possibility that various closing conditions may not be satisfied or waived; or that a material adverse effect occurs with respect to Mattress Firm; the outcome of legal proceedings that may be instituted against Mattress Firm and/or others related to the proposed transaction; effects of disruption from the proposed transaction making it more difficult to maintain relationships with employees, customers and other business partners; and those additional factors discussed in Mattress Firm’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. Mattress Firm cautions investors not to place considerable reliance on the forward-looking statements contained in this communication. These forward-looking statements speak only as of the date of this communication, and Mattress Firm undertakes no obligation to update or revise any of these statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Mattress Firm stock. Upon commencement of the tender offer, Steinhoff, HoldCo and Merger Sub will file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on

1

Schedule TO. Following commencement of the tender offer, Mattress Firm will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9.  Stockholders are urged to read the tender offer materials (including the offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 when such documents become available, as they will contain important information about the tender offer. Stockholders can obtain these documents when they are filed and become available free of charge from the SEC’s website at www.sec.gov, or from Mattress Firm upon written request to the Investor Relations Department, Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, TX 77023, telephone number (713) 923-1090 or from MFRM’s website, http://ir.mattressfirm.com/.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Key FAQs for Company managers
99.2	E-mail, dated August 8, 2016, from Ken Murphy, the Company’s President and Chief Executive Officer, to stock option and restricted stock holders of the Company
99.3	E-mail, dated August 8, 2016, from Ken Murphy, the Company’s President and Chief Executive Officer, to Company employees
99.4	Presentation given at Company employee meeting on August 8, 2016
99.5	Press release, dated August 8, 2016, issued by Mattress Firm Holding. Corp
99.6	Media Holding Statement

2

EX-99.1

Exhibit 99.1

Steinhoff Key Messages

The cadence for these three messages is purposefully framed in a three-step approach that conveys first the emotion around the announcement, next reassurance that there will not be big changes that will negatively impact the company, our employees or its customers and last, answers the “why?” and explains the rationale for the acquisition.

·Emotion — excitement and passion

·Reassurance — continued commitment to company, culture and customers

·Why — rationale for partnership with Steinhoff and who they are

Key Message: The Steinhoff acquisition is a long-term win for our guests, employees, partners and shareholders. With a global powerhouse behind us, we will continue our vision of industry preeminence.

·This acquisition was unanimously approved by the Mattress Firm board of directors and affords us the opportunity to remain laser focused on our long-term strategy while affording us some flexibility.

·This is a great outcome for our customers and employees.

·We are committed to our pursuit to be the preferred choice for better sleep by continuing to provide our customers with choice, quality and best-in-class service.

·We are seizing the moment to tap into Steinhoff’s supply chain, which affords us enhanced global buying power and economies of scale in household goods.

·We remain focused and are energized by this acquisition.

Key Message:  Mattress Firm will remain the same great company you have come to know.

·We’re passionately dedicated to improving sleep health for our customers, supporting the Foster Kids program nationwide and building fantastic careers for our employees.

·The MFRM leadership team will continue to run MFRM from our Houston, Texas headquarters as a subsidiary of Steinhoff. Ken Murphy will remain President and CEO and Steve Stagner will remain as Executive Chairman and will also join Steinhoff’s executive committee.

·The Steinhoff leadership team is committed to supporting us as we activate the national chain that we have spent the past few years building through acquisitions and organic growth.

·The Mattress Firm culture will remain intact and we will remain committed to our culture, community and company.

·We do not expect significant changes in headcount as a result of the acquisition. We will continue with our plans to consolidate all stores under one banner nationwide and will continue to operate as Mattress Firm Holding Corp.

Key Message: Steinhoff and Mattress Firm share culture values and a vision for growth and expansion and operational standards of excellence.

·Steinhoff shares our vision for maintaining industry leadership and preeminence through focus on long-term strategy and operational excellence.

·Mattress Firm was appealing to Steinhoff for a number of reasons — we are the clear industry leader and the only national multi-brand mattress specialty retailer in North America.  We have a best-in-class distribution network and our strong management team has a proven track record of integrating acquisitions.

·This acquisitions marks Steinhoff’s entry into the US market.

·Steinhoff is a European based international retail holding company that manufactures, sources and retails furniture, household goods and general merchandise in Europe, Australia and Africa.

·Steinhoff shares are publically traded in Frankfurt, Germany and Johannesburg, South Africa.

Q&A

Please note that the closing of the tender offer is subject to customary closing conditions, including regulatory clearances and a majority tender condition.

Q: What will this mean for my job?

A: We do not expect significant changes in headcount as a result of this acquisition.  Steinhoff is well known for having a de-centralized management structure.  They have only ~20 people working in their corporate office and prefer to allow their subsidiary companies to run as is with the established management teams.

Q: Why should I be excited about this?

A: This is a great outcome for our employees,

·Size and scale puts us on the same level as Fortune 500 companies. Worldwide platform for our people that unlocks even more opportunities for career development, whether it is through future expansion of Mattress Firm or within the 40 brands and 30 countries that are part of the Steinhoff portfolio

·Creates the world’s largest multi-brand mattress retail distribution network

Q: Will my benefits or pay change as a result of this acquisition?

A: We will continue to provide the same health and welfare benefits and salary and hourly pay that we do today.  Any changes that may happen in these areas are due to normal course of business and are not a result of the acquisition.

Q: Will Mattress Firm’s culture change?

A: Mattress Firm will remain the same great company you have come to know. Steinhoff and Mattress Firm share similar cultural values (theirs are trust, passion, family and entrepreneurship) Mattress Firm’s culture will remain intact and we will remain committed to our culture, community and company.

Q: What motivated the acquisition?

A: Mattress Firm was appealing to Steinhoff because of our position as the only national specialty mattress retailer in the U.S., as well as our strong leadership team who has deep M&A experience and a proven track record of integrating acquisitions in the US market. They also recognized synergies and similar core values between the two companies which made the acquisition more appealing.

Q: Where can I learn more about Steinhoff?

A: Click here to watch a 3 minute video on Steinhoff and their operations. You can also visit www.Steinhoffinternational.com

Q: Will Mattress Firm’s HQ move?

A: Our leadership team and corporate headquarters will remain in Houston, Texas. Additionally, we will continue to operate satellite offices on the East and West coast.

Q: How will this impact plans to consolidate all stores under the Mattress Firm banner?

A: We are continuing with our plans to flip all stores to the Mattress Firm name. The consolidation of our family of brands under one name gives us the ability to leverage advertising and distribution efficiencies, online visibility and elevate our overall operations. We estimate the transition will be complete in 2017.

Q: Will the Foster Kids program remain?

A: We officially launched our Mattress Firm Foster Kids initiative in May and are thrilled with the response from our communities. This philanthropic initiative is close to our hearts and we know that our employees share our passion. The Foster Kids program will continue to roll out across all our markets and we will continue to support our local foster kid non-profit partners through our six annual drives.

Q: What happens to my equity in Mattress Firm (if applicable)?

A: Please be on the lookout for additional communication if it is applicable to you.

Q: What does this mean for our manufacturing partners?

A: We value our relationships with all of our vendor partners and remain committed to working with them to create a diverse selection of products that will help our customers get better sleep.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements. Any statements contained herein which do not describe historical facts, including but not limited to, statements regarding the expected timing and closing of the tender offer and the merger transactions, the ability of Mattress Firm to complete the transaction, the operations of Mattress Firm’s business during the pendency of the transaction and the expectations for the business in the event the merger is completed, are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others: the risk that Mattress Firm stockholders will not tender shares in the tender offer; the possibility that competing offers may be made; the possibility that various closing conditions may not be satisfied or waived; or that a material adverse effect occurs with respect to Mattress Firm; the outcome of legal proceedings that may be instituted against Mattress Firm and/or others related to the proposed transaction; effects of disruption from the proposed transaction making it more difficult to maintain relationships with employees, customers and other business partners; and those additional factors discussed in Mattress Firm’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. Mattress Firm cautions investors not to place considerable reliance on the forward-looking statements contained in this communication. These forward-looking statements speak only as of the date of this communication, and Mattress Firm undertakes no obligation to update or revise any of these statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Mattress Firm stock. Upon commencement of the tender offer, Steinhoff, Stripes US Holding, Inc. and Stripes Acquisition Corp. will file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO. Following commencement of the tender offer, Mattress Firm will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9.  Stockholders are urged to read the tender offer materials (including the offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 when such documents become available, as they will contain important information about the tender offer. Stockholders can obtain these documents when they are filed and become available free of charge from the SEC’s website at www.sec.gov, or from Mattress Firm upon written request to Secretary, Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, TX 77023, telephone number (713) 923-1090 or from MFRM’s website, http://ir.mattressfirm.com/.

EX-99.2

Exhibit 99.2

Date: Monday, Aug. 8, 2016

From: Ken Murphy (President and CEO – Mattress Firm Holding Corp.)

To: Equity Grant Recipients

Subject: Information on your Equity

As you have likely read by now, we announced today that Mattress Firm Holding Corp. and Steinhoff International Holdings N.V. have entered into a definitive merger agreement under which Steinhoff will, subject to certain conditions, acquire Mattress Firm Holding Corp.  We are incredibly excited about the opportunities this affords us and we realize that many of you may have questions about what will happen to your equity in connection with this transaction.

We’re happy to let you know that all of your incentive equity will become vested as of the closing of this transaction.  Meaning, your unvested incentive equity will be treated the same in the transaction as your vested incentive equity.  So, as an example, if you received an equity award for 100 shares of restricted stock that is unvested as of the closing of the transaction, all of those shares will be converted into the right to receive the offer price, which is currently set to be $64 per share, or a total of $6,400, regardless of any unmet time or performance conditions that may still apply to your award.  For your stock option awards, whether or not otherwise vested at the time of the closing of the transaction, you will have the right to receive, for each option, an amount of cash equal to the difference between the offer price and your option’s strike price.

If you are an existing stockholder and you own Mattress Firm stock, you will receive communication in the mail on how to tender your shares in the coming weeks.  If you choose to tender your shares into the offer, upon the closing of the offer, your shares will be cancelled and you’ll receive a cash payment equal to the number of shares that you tendered into the offer multiplied by the offer price, which, as noted above, is currently set to be $64 per share.

As for any future incentive awards, although we’re not currently sure what these will look like, in preliminary conversations, Steinhoff has affirmed its intention of having some form of go-forward incentive program.  One of our goals between now and the closing of the transaction is to gain more clarity around the particulars of what any such go-forward program will look like.

For now, please keep in mind that any and all payouts relating to your equity will be subject to applicable taxes.  We recommend that you consult with your tax advisor regarding the specific tax consequences to you.  As a reminder, the information contained in this memo is for illustrative purposes only, as this information presumes that enough shares will be tendered into the offer to support the closing of the transaction and that the deal will pass all applicable regulatory approvals and satisfy other closing conditions.  If the transaction does not close, your incentive equity will remain outstanding in accordance with its existing terms.

I’d like to thank you all for your work to help Mattress Firm get to where we are today.  I am incredibly excited about what we will accomplish together over this next chapter of our continued pursuit to improve lives one relationship at a time and become the preferred choice for better sleep — now on a global platform.

Once we have greater clarity around our future long-term incentive plans, we will likely host a webinar to update the team on that process.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements. Any statements contained herein which do not describe historical facts, including but not limited to, statements regarding the expected timing and closing of the tender offer and the merger transactions, the ability of Mattress Firm to complete the transaction, the operations of Mattress Firm’s business during the pendency of the transaction and the expectations for the business in the event the merger is completed, are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others: the risk that Mattress Firm stockholders will not tender shares in the tender offer; the possibility that competing offers may be made; the possibility that various closing conditions may not be satisfied or waived; or that a material adverse effect occurs with respect to Mattress Firm; the outcome of legal proceedings that may be instituted against Mattress Firm and/or others related to the proposed transaction; effects of disruption from the proposed transaction making it more difficult to maintain relationships with employees, customers and other business partners; and those additional factors discussed in Mattress Firm’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. Mattress Firm cautions investors not to place considerable reliance on the forward-looking statements contained in this communication. These forward-looking statements speak only as of the date of this communication, and Mattress Firm undertakes no obligation to update or revise any of these statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Mattress Firm stock. Upon commencement of the tender offer, Steinhoff, Stripes US Holding, Inc. and Stripes Acquisition Corp. will file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO. Following commencement of the tender offer, Mattress Firm will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9.  Stockholders are urged to read the tender offer materials (including the offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 when such documents become available, as they will contain important information about the tender offer. Stockholders can obtain these documents when they are filed and become available free of charge from the SEC’s website at www.sec.gov, or from Mattress Firm upon written request to Secretary, Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, TX 77023, telephone number (713) 923-1090 or from MFRM’s website, http://ir.mattressfirm.com/.

EX-99.3

Exhibit 99.3

Date: Monday, August 8, 2016

From: Ken Murphy, President and CEO – Mattress Firm

To: All Mattress Firm Employees

Subject: Mattress Firm and Steinhoff

Today is a groundbreaking day for our company. We are thrilled to announce that Mattress Firm Holding Corp. and Steinhoff International Holdings N.V. have entered into a definitive merger agreement under which Steinhoff will, subject to the successful completion of a cash tender offer and satisfaction of other customary closing conditions, including regulatory clearances and a majority tender condition, acquire Mattress Firm. You may soon begin to see coverage and headlines about the transaction.  In a perfect world, we would have come to you first with this information as we have made a concerted effort to focus on continuous and transparent communication. However, we could not share this information until we had a signed deal and agreed to definitive terms. Nevertheless, I hope that you will spend a few minutes reading the rest of this email so you have a better understanding of the transaction and why this is such monumental day in Mattress Firm history.

While many of you are used to hearing exciting news about Mattress Firm acquisitions, I would humbly submit that today’s announcement is our most exciting yet.  While we’ve historically been the acquirer, today’s news about us being acquired represents, what I believe to be, a dream scenario for our company. After recently welcoming the Sleepy’s team into the MFRM Family of Brands, we officially became the first national, border-to-border and coast-to-coast, multi-brand specialty mattress retailer. However, our long-term vision of becoming the preferred choice for better sleep isn’t defined by borders, and with a global powerhouse behind us, we will continue to pursue our vision, purpose and destiny of helping millions of people around the world get a better night’s sleep. We believe this new chapter in our story represents a tremendous win for our guests, our employees, our partners, and our stockholders. Ultimately, we believe that this transaction makes sense for Mattress Firm for three core reasons:

·The merger will create the world’s largest multi-brand mattress retail distribution network. We can officially throw out the flat map and set our sights on the globe, which unlocks additional opportunities for our 11,000 employees across the country.

·Steinhoff is a well-capitalized, global business with a passion for the mattress business and a wealth of operating knowledge from logistics to sourcing to retail operations. Our union allows us to further strengthen our industry leading operating model, as well as to usher in a new era of long-term strategic thinking.

·Steinhoff firmly supports our long-term vision, management team and, most importantly, our commitment to fostering a high-performing and highly-engaged culture. In fact, Steinhoff’s value system closely mirrors our own; trust, passion, family, entrepreneurship, and a commitment to winning in every marketplace are as central to their operating philosophy as they are to ours.

Post close, as a subsidiary of Steinhoff we will continue to operate largely as we do today; our headquarters will remain here in Houston, Texas. I will remain the President and CEO of Mattress Firm, and Steve Stagner will remain as the Executive Chairman of Mattress Firm and also join Steinhoff’s executive committee.  The things you have come to know that make Mattress Firm special and unique will remain the same.  We will continue to provide our customers with choice, quality and best-in-class service. We will remain committed to serving in our communities through our nationwide Foster Kids program and volunteer efforts. We will continue to cultivate the Mattress Firm culture, which includes, among other things, creating dynamic career growth opportunities for our employees.  Rest assured that our commitment to culture, community and company will only strengthen as a result of this transaction.  The Steinhoff leadership team is committed to supporting us as we activate the national chain that we have spent the past few years building and they share our vision for maintaining industry leadership and preeminence through focus on our strategy and operational excellence.

There are some very exciting changes that we expect as a result of our acquisition.  Steinhoff is a European-based international retail holding company that manufactures, sources and retails furniture, household goods and general merchandise in Europe, Australasia and Africa, and operates more than 40 brands in 30 countries. Steinhoff’s supply chain affords us opportunities through enhanced global buying power and economies of scale in household goods. Steinhoff is comprised of top-notch retailers and partners. I’m excited to tap into their knowledge, expertise, partnerships and experience, as well as to begin sharing some of the things that make Mattress Firm a great retailer and employer.

To be clear, this acquisition will be a tremendous long-term win for both Mattress Firm and Steinhoff and I reiterate my confidence in the future opportunities for our employees, guests and business partners alike.  Again, I wish we could have delivered this ground-breaking news sooner, but we are committed to answering your questions and providing you with as much information as possible.  I’ve tried to address many of the questions I think you might have below, but if you have any questions that aren’t answered here or in the video, please send an email to communications@mfrm.com and we’ll get you an answer.

We signed what’s known as the “definitive agreement”, but we still need to go through the process of getting government approval. We are anticipating this transaction will likely close sometime in our third quarter. We are legally required by the SEC to be in what’s known as a “quiet period”, so if you get any questions related to the transaction from anyone including customers, vendors, or the media, please direct them to Scott McKinney, Vice President of Investor Relations at ir@mfrm.com or Sunni Goodman, Vice President of Communications at sunni.goodman@mfrm.com.

I’d like to thank everyone for helping Mattress Firm get to where we are today. I am incredibly excited about what we will accomplish together in our continued pursuit to improving lives and being the preferred choice for better sleep — now on a global platform. We have spent the past 30+ years writing our own story and this next chapter is going to be the best one yet.

Ken Murphy

President and CEO — Mattress Firm

Q&A

Q: What will this mean for my job?

A: We do not expect significant changes in headcount as a result of this acquisition.  It is our understanding that Steinhoff has a de-centralized management structure.  With only ~20 people working in their corporate office, their model is dependent on company management to successfully manage the business.

Q: Why should I be excited about this?

A: We believe this is a great outcome for our employees.

·Size and scale puts us on the same level as Fortune 500 companies

·Worldwide platform for our people that unlocks even more opportunities for career development, whether it is through future expansion of Mattress Firm or within the 40 brands and 30 countries that are part of the Steinhoff portfolio

·Creates the world’s largest multi-brand mattress retail distribution network

Q: Will my benefits or pay change as a result of this acquisition?

A: We will continue to provide the same health and welfare benefits and salary and hourly pay that we do today.  Any changes that may happen in these areas are due to normal course of business and are not a result of the acquisition.

Q: Will Mattress Firm’s culture change?

A: Mattress Firm will remain the same great company you have come to know. Steinhoff and Mattress Firm share similar cultural values and Mattress Firm’s culture will remain intact as we remain committed to our culture, community and company.

Q: What motivated the acquisition?

A: Mattress Firm was appealing to Steinhoff because of our position as the only national specialty mattress retailer in the U.S., as well as our strong leadership team who has deep M&A experience and a proven track record of integrating acquisitions in the US market. They also recognized synergies and similar core values between the two companies which made the acquisition more appealing.

Q: Where can I learn more about Steinhoff?

A: A brief video will be available on MFRMtv. You can also visit www.steinhoffinternational.com

Q: Will Mattress Firm’s HQ move?

A: Our leadership team and corporate headquarters will remain in Houston, Texas. Additionally, we will continue to operate satellite offices on the East and West coast.

Q: How will this impact plans to consolidate all stores under the Mattress Firm banner?

A: We are continuing with our plans to convert all stores to the Mattress Firm name. The consolidation of our family of brands under one name gives us the ability to leverage advertising and distribution efficiencies, online visibility and elevate our overall operations. We estimate the transition will be complete in 2017.

Q: Will the Foster Kids program remain?

A: We officially launched our Mattress Firm Foster Kids initiative in May and are thrilled with the response from our communities. This philanthropic initiative is close to our hearts and we know that our employees share our passion. The Foster Kids program will continue to roll out across all our markets and we will continue to support our local foster kid non-profit partners through our six annual drives.

Q: What does this mean for employees who own equity in Mattress Firm?

A: Please be on the lookout for additional communication if this is applicable to you.

Q: What does this mean for our manufacturing partners?

A: We value our relationships with all of our vendor partners and remain committed to working with them to create a diverse selection of products that will help our customers get better sleep.

Due securities laws, we need to leave you with a disclaimer:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements. Any statements contained herein which do not describe historical facts, including but not limited to, statements regarding the expected timing and closing of the tender offer and the merger transactions, the ability of Mattress Firm to complete the transaction, the operations of Mattress Firm’s business during the pendency of the transaction and the expectations for the business in the event the merger is completed, are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others: the risk that Mattress Firm stockholders will not tender shares in the tender offer; the possibility that competing offers may be made; the possibility that various closing conditions may not be satisfied or waived; or that a material adverse effect occurs with respect to Mattress Firm; the outcome of legal proceedings that may be instituted against Mattress Firm and/or others related to the proposed transaction; effects of disruption from the proposed transaction making it more difficult to maintain relationships with employees, customers and other business partners; and those additional factors discussed in Mattress Firm’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. Mattress Firm cautions investors not to place considerable reliance on the forward-looking statements contained in this communication. These forward-looking statements speak only as of the date of this communication, and Mattress Firm undertakes no obligation to update or revise any of these statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Mattress Firm stock. Upon commencement of the tender offer, Steinhoff, Stripes US Holding, Inc. and Stripes Acquisition Corp. will file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO. Following commencement of the tender offer, Mattress Firm will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9.  Stockholders are urged to read the tender offer materials (including the offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 when such documents become available, as they will contain important information about the tender offer. Stockholders can

obtain these documents when they are filed and become available free of charge from the SEC’s website at www.sec.gov, or from Mattress Firm upon written request to Secretary, Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, TX 77023, telephone number (713) 923-1090 or from MFRM’s website, http://ir.mattressfirm.com/.

EX-99.4

Exhibit 99.4

MFRM FAMILY OF BRANDS

Why would we sell? This move provides a major win for our employees, guests and shareholders Affords us the opportunity to focus more on long-term decisions Allows us to tap into Steinhoff’s supply chain, which affords us enhanced global buying power and economies of scale in household goods We are now part of the world’s largest multi-brand specialty mattress & distribution network We have the ideal ownership group for the long-term: Operators at heart, Passionate about the Industry, Fiercely committed to winning, Values-driven organization

Why would they buy? Allows entrée into the U.S., the most desirable consumer market in the world Creates the world’s largest multi-brand mattress retail distribution network Affords Steinhoff the opportunity to partner with like-minded, closely aligned, and deeply experienced management team Steinhoff is attracted to Mattress Firm’s strategic plans for continued growth and development; and they believe they can help further accelerate those plans by bringing their experience and resources to bear

Integrated retailer: manufactures, sources and retails furniture, household goods & general merchandise in Europe, Africa, and Australasia. Operates more than 40 brands through more than 6,500 stores; presence in more than 30 countries Steinhoff’s vertically integrated business model is based upon a strategy of sourcing and manufacturing products at low cost and distributing them to its value-conscious customer base through its extensive retail footprint Primary listing on the Frankfurt Stock Exchange and a secondary listing on the Johannesburg Stock Exchange Market capitalization of ~$24 billion. Reported revenue & operating profit for the nine-months ended March 31 of $11 billion and $1.2 billion respectively Employs approximately 105,000 people Who is Steinhoff?

Steinhoff video A Closer Look

What Happens Next? Tender offer launched for all issued and outstanding shares of MFRM common stock Hart-Scott-Rodino approval Satisfaction of customary closing conditions In conjunction with closing (targeting mid-late September): Stockholders cashed out Merged into, and continuing as a wholly owned subsidiary of, Steinhoff Current MFRM Board of Directors replaced and MFRM delisted from NASDAQ Life as part of the Steinhoff Family begins

Will Our Culture Change? We know that our unique culture is a major competitive advantage and they view it the same way We are passionate about career development for our people, and so are they We will continue to do great things for our communities, including the work we’re doing for Foster Kids Our management team will continue to operate from our Bedquarters, which will remain here in Houston, TX Steinhoff is a values driven organization with similar core values

Closely Aligned Values

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This communication contains forward-looking statements. Any statements contained herein which do not describe historical facts, including but not limited to, statements regarding the expected timing and closing of the tender offer and the merger transactions, the ability of Mattress Firm to complete the transaction, the operations of Mattress Firm’s business during the pendency of the transaction and the expectations for the business in the event the merger is completed, are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others: the risk that Mattress Firm stockholders will not tender shares in the tender offer; the possibility that competing offers may be made; the possibility that various closing conditions may not be satisfied or waived; or that a material adverse effect occurs with respect to Mattress Firm; the outcome of legal proceedings that may be instituted against Mattress Firm and/or others related to the proposed transaction; effects of disruption from the proposed transaction making it more difficult to maintain relationships with employees, customers and other business partners; and those additional factors discussed in Mattress Firm’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. Mattress Firm cautions investors not to place considerable reliance on the forward-looking statements contained in this communication. These forward-looking statements speak only as of the date of this communication, and Mattress Firm undertakes no obligation to update or revise any of these statements ADDITIONAL INFORMATION AND WHERE TO FIND IT This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Mattress Firm stock. Upon commencement of the tender offer, Steinhoff International Holdings N.V., Stripes US Holding, Inc. and Stripes Acquisition Corp. will file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO. Following commencement of the tender offer, Mattress Firm will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Stockholders are urged to read the tender offer materials (including the offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 when such documents become available, as they will contain important information about the tender offer. Stockholders can obtain these documents when they are filed and become available free of charge from the SEC’s website at www.sec.gov, or from Mattress Firm upon written request to Secretary, Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, TX 77023, telephone number (713) 923-1090 or from MFRM’s website, http://ir.mattressfirm.com/. Legal

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EX-99.5

Exhibit 99.5

FOR IMMEDIATE RELEASE

MATTRESS FIRM TO BE ACQUIRED BY STEINHOFF INTERNATIONAL FOR $64.00 PER SHARE IN CASH

HOUSTON, August 8, 2016 /BUSINESSWIRE/ — Mattress Firm Holding Corp. (“Mattress Firm” or the “Company”) (NASDAQ: MFRM), the nation’s largest mattress retailer, today announced that the Company and Steinhoff International Holdings N.V. (“Steinhoff”) (FRANKFURT: SNH) have entered into a definitive merger agreement under which Steinhoff will, subject to the successful consummation of a cash tender offer and satisfaction of other customary closing conditions, acquire Mattress Firm for $64.00 per share in cash, which represents a premium of 115% over the Company’s closing stock price of $29.74 on Friday, August 5, 2016. This represents a total equity value of approximately $2.4 billion and an enterprise value of approximately $3.8 billion, including net debt. The merger agreement, which has been unanimously approved by the Mattress Firm board of directors and the management and supervisory boards of Steinhoff, will create the world’s largest multi-brand mattress retail distribution network.

Pursuant to the terms of the merger agreement, a wholly owned subsidiary of Steinhoff will commence a tender offer to purchase the outstanding shares of Mattress Firm common stock at a price of $64.00 per share in cash. The acquisition is expected to close by or around the end of the third calendar quarter, subject to regulatory approvals, and satisfaction of a majority tender condition and other customary closing conditions. The transaction is not subject to any financing condition.

At the close of the transaction, Mattress Firm will operate as a subsidiary of Steinhoff from Mattress Firm’s current headquarters in Houston, Texas. Both Steve Stagner, executive chairman and chairman of the board of Mattress Firm, and Ken Murphy, president and CEO of Mattress Firm, will remain in their positions with Mr. Stagner also joining Steinhoff’s executive committee.

“The Mattress Firm board believes that the transaction provides significant value to our stockholders through the premium to our share price and the immediate liquidity at closing, while giving Mattress Firm an ideal partner with a proven track record in the complete mattress supply chain including the retail and manufacture of mattresses,” said Mr. Stagner. “This expertise will complement our diverse selection of products provided by our valuable partners. Steinhoff’s management team shares our vision for the growth and expansion of Mattress Firm and, as such, we believe they are the right long-term partner for our customers, employees, suppliers and other stakeholders.”

“Today’s announcement marks an exciting new chapter for Mattress Firm that will open up future opportunities for our employees, our customers and our business partners,” said Mr. Murphy. “We remain focused on our long-term strategy to build a national chain under one banner in the U.S. and we will continue activating and unlocking the true power of all of the assets we have assembled to truly become the preferred choice for better sleep.”

Steinhoff is an integrated retailer that manufactures, sources and sells furniture, household goods and clothing in Europe, Africa and Australasia. They operate more than 40 brands in 30 countries. Steinhoff has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the Johannesburg Stock Exchange.

“The boards of Steinhoff and its management team are enthusiastic about the opportunities this transaction creates,” said Markus Jooste, CEO of Steinhoff. “This transaction will allow Steinhoff to not only enter the U.S. market with an industry leading partner and a national supply chain, but it will also expand Steinhoff’s global market reach in the core product category of mattresses. The Mattress Firm brand and speciality retail

5815 Gulf Freeway · Houston, TX · 77023 · Phone: +1 713-923-1090 · Fax: +1 713-923-1096

concept are a strong complement to the Steinhoff group retail brand portfolio in the many geographies where the group operates.

Steinhoff recognizes the strength of Mattress Firm’s experienced and entrepreneurial management team and its proven track record of delivering growth, profitability and leadership in the U.S. retail mattress market. We look forward to welcoming Mattress Firm employees to be part of the one of the world’s leading multi-format retailers.”

Strategic Rationale

·Mattress Firm is the leading mattress retailer in the fragmented U.S. household goods market

·More than 3,500 stores in 48 states with 2015 pro forma sales of $3.5 billion

·Best-in-class distribution network with 75 distribution centers across the U.S.

·Creates the world’s largest multi-brand mattress retail distribution network

·Experienced Mattress Firm management team with a proven track record of integrating acquisitions in the U.S. market

·Strong recurring free cash flow and low maintenance capex needs

·Enhances Steinhoff’s free cash flow generation over time

·Leverages Steinhoff’s global sourcing capabilities with additional economies of scale

·Attractive U.S. market with high disposable consumer income

·Further diversification of Steinhoff’s European and African operations

Advisors

Barclays acted as exclusive financial advisor to Mattress Firm and provided a fairness opinion to the Company. Ropes & Gray LLP acted as legal counsel to Mattress Firm in connection with the transaction. Linklaters LLP acted as legal counsel to Steinhoff in connection with the transaction.

Forward-looking Statements

This press release contains forward-looking statements regarding Mattress Firm, including, but not limited to, statements related to the anticipated consummation of the tender offer by Steinhoff for Mattress Firm common stock and the timing and benefits thereof, and estimated future financial results, regulatory submissions and performance of Mattress Firm’s business in mattresses and related products and accessories, as well as other statements that are not historical facts. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to Steinhoff’s ability to complete the transaction on the proposed terms and schedule, including risks and uncertainties related to the satisfaction of closing conditions such as, without limitation, Mattress Firm stockholders not tendering shares in the tender offer; the possibility that competing offers will be made; that a material adverse effect occurs with respect to Mattress Firm;  disruption from the proposed acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the outcome of legal proceedings that may be instituted against Mattress Firm and/or others related to the proposed transaction and those other risks detailed under the caption “Risk Factors” and elsewhere in Mattress Firm’s U.S. Securities and Exchange Commission (“SEC”) filings and reports, including in Mattress Firm’s Quarterly Report on Form 10-Q for the quarter ended May 3, 2016 and Annual Report on Form 10-K for the year ended February 2, 2016, which are filed with the SEC. Mattress Firm cautions investors not to place considerable reliance on the forward-looking statements contained in this communication. Mattress Firm undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in its expectations.

Additional Information Regarding the Transaction and Where to Find It

The tender offer described here, which has not yet commenced, will be made for the common stock, par value $0.01 per share, of Mattress Firm. This announcement is not a recommendation, an offer to purchase or a

5815 Gulf Freeway · Houston, TX · 77023 · Phone: +1 713-923-1090 · Fax: +1 713-923-1096

solicitation of an offer to sell shares of Mattress Firm stock.  Neither Steinhoff nor any of its wholly owned subsidiaries has commenced the above-referenced tender offer.  Upon commencement of the tender offer, Steinhoff, Stripes US Holding, Inc. and Stripes Acquisition Corp.  will file with the SEC a Tender Offer Statement on Schedule TO. Following commencement of the tender offer, Mattress Firm will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9.  Stockholders are urged to read the Tender Offer Statement Offer (including the offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 when such documents become available, as they will contain important information, including the terms and conditions of the tender offer. Stockholders can obtain these documents when they are filed and become available free of charge from the SEC’s website at http://www.sec.gov, or from Mattress Firm upon written request to Secretary, Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, Texas 77023, telephone number (713) 923-1090 or from Mattress Firm’s website, http://ir.mattressfirm.com. Such materials filed by Steinhoff will also be available for free at Steinhoff’s website, http://www.steinhoff.com.

About Steinhoff International Holdings N.V.

Steinhoff International Holdings N.V. (“Steinhoff”) is a leading retailer that manufactures, sources and retails furniture, household goods and clothing in Europe, Africa and Australasia.  Retail operations are positioned towards value conscious consumer segments, providing them with affordable products through a vertically integrated supply chain.  Steinhoff operates more than 40 brands through 6,500 stores.  Steinhoff employs over 100,000 people and has a presence in 30 countries worldwide.  Founded in 1964, the company is traded on the Frankfurt Stock Exchange (FSE) and Johannesburg Stock Exchange (JSE) and headquartered in Stellenbosch, South Africa.

About Mattress Firm Holding Corp.

With more than 3,500 company-operated and franchised stores across 48 states, Mattress Firm Holding Corp. (NASDAQ: MFRM) has the largest geographic footprint in the United States among multi-brand mattress retailers. Founded in 1986, Houston-based MFRM is the nation’s leading specialty bedding retailer with over $3.5 billion in pro forma sales in 2015. MFRM, through its brands including Mattress Firm, Sleepy’s and Sleep Train, offers a broad selection of both traditional and specialty mattresses, bedding accessories and other related products. More information is available at www.mattressfirm.com. The Company’s website is not part of this release.

Steinhoff Contact:

Mariza Nel

Director, Corporate Services (Investor Relations)

+27 (0)21 808 0711

Mattress Firm Investor Relations Contact:

Scott McKinney

Vice President of Investor Relations

ir@Mattress Firm.com

+1 713-328-3417

Mattress Firm Media Contact:

Erica Martinez, Jackson Spalding

emartinez@jacksonspalding.com

+1 214-269-4404

5815 Gulf Freeway · Houston, TX · 77023 · Phone: +1 713-923-1090 · Fax: +1 713-923-1096

EX-99.6

Exhibit 99.6

Today’s announcement is an exciting and pivotal moment for Mattress Firm. We believe the potential Steinhoff acquisition is an ideal scenario for our employees, customers and shareholders. We will have the support and backing of a global powerhouse that will propel us even further toward our vision of becoming the preferred choice for better sleep. We have been working hard to coalesce and define the potential that we have assembled over the past few years and are confident that we are well on our way to reaching that goal. We are thrilled to be a part of Steinhoff’s entrance into the US market, especially in the mattress category where they have a robust and successful track record. We look forward to our partnership with Steinhoff, with whom we share similar culture, values and vision for industry.

Ken Murphy

President & CEO

Mattress Firm