Last checked at 
* Steinhoff pays "strategic premium" for Mattress Firm -analyst
* Deal gives Steinhoff access to U.S. for first time
* Shares rise in Frankfurt, Johannesburg
By Tiisetso Motsoeneng
JOHANNESBURG, Aug 8 (Reuters) - Steinhoff's $3.8 billion purchase of debt-laden Mattress Firm, thelargest U.S. specialty bedding vendor, will help cut itsexposure to a weak home market and gain a big presence in theworld's biggest retail market.
The deal, announced on Sunday, will create the world'slargest mattress distributor and takes the $23 billion SouthAfrican retailer across the Atlantic for the first time.
Steinhoff will pay $64 per share, a 115 percent premium toMattress Firm's Friday close, in a deal that will create theworld's largest mattress distributor. The price includes $1.4billion debt.
"On the one hand this looks like a full price for Steinhoffto pay," said Richard Chamberlain, an analyst at RBC Europe inLondon. "However, we think Steinhoff is paying a strategicpremium to allow it to enter the US market with an industryleading partner."
Steinhoff, which sells beds and cupboards to less affluentshoppers, has been on an acquisition spree to offset exposure toa deteriorating home market with safer assets in markets such asEurope, where it already makes more than two-thirds of its 9.8billion euros ($11 billion) of annual sales.
A month ago it agreed to buy Britain's Poundland for $800 million following its failure to secure France's DartyPlc and Britain's Home Retail earlier thisyear.
Shares in Steinhoff, which moved its primary listing toFrankfurt in December to access deeper capital markets, were up1.6 percent in Frankfurt and 0.7 percent in Johannesburg at 1422GMT.
Steinhoff, which counts South African retail veteran ChristoWiese as board member and shareholder, would pay 60 percent morethan what Mattress Firm should be trading at based on its mostlikely earnings growth trajectory, according to Thomson ReutersStarMine.
StarMine's intrinsic valuation model, which uses a blend ofanalysts estimates and its own models, rates Mattress Firm share price at around $40, based on an expected 7.7 percentfive-year annual compounded growth.
"While this seems an excessive price, and it is, theMattress Firm's stock is trading today at the same price as inJanuary 2012," said Sasha Naryshkine, a fund manager at Vestactin Johannesburg, which own shares in Steinhoff.
Mattress Firm shares were up more than 114 percent at $63.701409 GMT. They had lost more than 50 percent in value over thelast 12 months as weak demand and changes related toamortization of its trade name weighed on itsresults.
The U.S. company has also been under pressure as theimproving quality of mattresses encourage consumers to keep themfor longer.
But the Johannesburg-based company has a reputation forbuying underperforming companies that can benefit from its wideglobal network to source goods at lower prices.
"Are they too aggressive? There's a strong case for that butthen again it makes all the commercial sense to move quickly andlock in financing deals at low interest rates," said one top tenshareholder, who declined to be named.
Steinhoff said it intended to finance the acquisitionthrough a combination of bank and bridge loans. ($1 = 0.9029 euros)
(Editing by Susan Thomas)
