HNI Corporation to acquire Steelcase for $2.2B

HNI Corporation (HNI) and Steelcase (SCS) announced that they have entered into a definitive agreement under which HNI will acquire Steelcase in a cash and stock transaction, with a total consideration of approximately $2.2B to Steelcase common shareholders. Under the terms of the agreement, Steelcase shareholders will receive $7.20 in cash and 0.2192 shares of HNI common stock for each share of Steelcase they own. The implied per share purchase price of $18.30 is based on HNI’s closing share price of $50.62 on Friday, August 1, reflecting a valuation multiple at transaction close for Steelcase of approximately 5.8x TTM adjusted EBITDA, inclusive of run-rate cost synergies of $120M. Upon closing, HNI shareholders will own approximately 64% and Steelcase shareholders will own approximately 36% of the combined company. Following the close of the transaction, the combined company will continue to be led by Jeffrey Lorenger, HNI’s chairman, president, and CEO. HNI will continue to operate its corporate headquarters in Muscatine, Iowa, and Steelcase will maintain its headquarters in Grand Rapids, Michigan. HNI will maintain the Steelcase brand following the transaction’s close. In addition, post-closing, HNI’s board of directors will expand from 10 directors to 12, to include two of Steelcase’s current independent board members. The transaction, which is expected to close by the end of calendar year 2025, is subject to approval by HNI and Steelcase shareholders, the receipt of required regulatory clearances, and the satisfaction of other customary closing conditions. Certain shareholders of Steelcase have entered into a voting agreement to vote in favor of the transaction at the special meeting of Steelcase shareholders to be held in connection with the transaction.