Shareholders of HNI Corp and Steelcase Inc. voted in favor of the merger agreement on December 5, 2025, approving a $2.1 billion transaction that will combine the two companies into a $5.8 billion office‑furniture leader. The vote followed the expiration of HNI’s exchange offer for Steelcase’s 5.125% notes due 2029 at 5:00 p.m. on the same day, with all outstanding notes tendered and consents delivered. The transaction is expected to close on December 10, 2025, subject to customary closing conditions.
The deal builds on HNI’s recent acquisition of Kimball International and positions the combined entity as the largest independent office‑furniture provider in North America. HNI’s Workplace Furnishings and Residential Building Products segments will merge with Steelcase’s Americas and International segments, creating a diversified portfolio that spans commercial, healthcare, education, and small‑to‑mid‑market customers. The combined pro‑forma annual revenue is projected at $5.8 billion, with $120 million in annual synergies and $1.20 per share accretion beginning in 2027.
Management highlighted several drivers behind the transaction. HNI CEO Jeffrey Lorenger praised Steelcase’s “insight‑led approach” and said the combined company would be better positioned to meet evolving workplace needs. CFO Vincent Berger noted that the deal would bring the combined debt leverage back into the 1.0‑1.5x range within 18‑24 months, thanks to the cash portion of the purchase price and the ability to refinance the 5.125% notes. The merger also preserves the Steelcase brand and headquarters, while adding two Steelcase board members to HNI’s expanded board.
The market had already reacted strongly to the August 4, 2025 announcement, with Steelcase shares surging 40‑50% in pre‑market trading on that day. The implied per‑share purchase price of $18.30 represented an 80% premium over Steelcase’s closing price of $10.18 on August 1, 2025. The approval of the merger confirms the premium and the strategic rationale, reinforcing investor confidence in the combined company’s growth prospects.
Analysts expect the integration to generate incremental revenue growth from cross‑selling opportunities and cost savings from consolidated supply chains. The $120 million in synergies will be realized through shared procurement, joint marketing, and streamlined operations. HNI’s guidance for 2026 remains unchanged, but the merger is expected to accelerate the company’s mid‑teens percent EPS growth trajectory, as noted by Lorenger during the shareholder meeting.
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