MUSCATINE, Iowa – HNI Corporation and Steelcase Inc. announced today, Dec. 5, the preliminary Steelcase shareholders voting results regarding the form of merger consideration to be received as part of HNI’s proposed acquisition of Steelcase.
The vote is a critical step in a merger process that began in early August when the two companies announced a $2.2 billion agreement in which HNI would acquire Steelcase and combine the two office furnishing giants into a single company.
As part of the deal announced in August, the combined company would be known as HNI and both HNI and Steelcase would retain their respective headquarters in Muscatine and Grand Rapids, Michigan.
In a joint news release Friday, the companies said Steelcase shareholders were given three options for each share of Steelcase Class A common stock they owned. As reported last month to the Securities and Exchange Commission, Steelcase shareholders could elect from three options. They are: receive 0.2192 shares of HNI common stock and $7.20 in cash (known as the “Mixed Consideration”) per share; accept a Cash Consideration equal to $7.20 and the product obtained by multiplying 0.2192 by the average closing price of one share of HNI Common Stock; or a Stock Consideration, a number of shares of HNI Common Stock equal to the sum of 0.2192 and the quotient obtained by dividing $7.20 by the HNI Common Stock Reference Price.
Preliminary results
Today’s release said preliminary election results show:
- Holders of 95,489,941 shares of Steelcase Common Stock elected to receive the Mixed Consideration. This includes Steelcase shareholders failing to properly make an election by the Wednesday deadline.
- Holders of 8,018,090 shares of Steelcase Common Stock elected to receive the Cash Consideration.
- Holders of 11,968,798 shares of Steelcase Common Stock elected to receive the Stock Consideration.
Upon closing, HNI shareholders will own 64% of the merged company. Steelcase shareholders will own about 36% of the combined company.
The release added that the election results are preliminary only. Completion of the transaction remains subject to approval by HNI and Steelcase shareholders and other customary closing conditions.
As announced in August, Jeffrey Lorenger, HNI chairman, president and CEO, will continue to lead HNI after the merger.
In November, Steelcase announced that after the merger’s closing several of its executives, including President and CEO Sara Armbruster, will be departing from the company.
‘Important moment’
“This is an important moment in our company’s story,” Ms. Armbruster wrote in an October letter submitted to the SEC. “Times of change can bring mixed emotions, yet they also create opportunities for growth and shared success. What has always defined Steelcase is the strength of our people, the depth of our relationships, and our commitment to helping the world work better.”
HNI is a manufacturer of workplace furnishings and residential building products. It was founded more than 75 years ago. This marks its second major acquisition in three years. It purchased Kimball International in 2023.
Steelcase is a global design leader with more than 30 creative and technology partner brands.
It manufactures furnishings and solutions for many of the places people work. That includes from the office to home and learning and health environments.
In first announcing the merger in August, Mr. Lorenger said in a release “This acquisition brings together two respected companies with complementary strengths and represents an exciting milestone in HNI’s growth journey. We have long admired Steelcase for its insight-led approach, which has helped shape our industry for decades.”
