Steelcase Inc. shareholders approved the merger proposal on Friday, December 5, 2025, voting 99.60% in favor of the transaction and 96.88% in favor of the HNI proposal that authorizes the issuance of HNI shares to Steelcase shareholders.
The $2.2 billion deal values Steelcase at roughly $7.20 in cash and 0.2192 HNI shares per Steelcase share, giving Steelcase shareholders a 36% stake in the combined company. The transaction is expected to close on December 10, 2025, subject to customary closing conditions.
The merger combines Steelcase’s premium workplace solutions with HNI’s mid‑market focus, creating a broader product portfolio and an expanded dealer network. Management projects $120 million in annual cost synergies from overlapping manufacturing, distribution, and administrative functions, while cross‑selling opportunities are expected to accelerate revenue growth in both companies’ core markets.
Steelcase’s Q3 fiscal 2025 revenue rose 2% to $794.9 million, driven by 5% growth in the Americas, while net income fell to $19.1 million from $30.8 million a year earlier, reflecting higher operating costs and a shift in product mix. HNI reported Q3 2025 net sales of $683.8 million, a 1.7% year‑over‑year increase that fell short of the $696.2 million consensus estimate, but the company posted a non‑GAAP EPS of $1.10, beating the $0.98 estimate thanks to disciplined cost management and a favorable mix of high‑margin products.
During the initial August 4 announcement, Steelcase shares surged over 43% in pre‑market trading, driven by the premium offered and the perceived strategic fit. HNI’s Q3 earnings, released on October 28, saw a revenue miss that outweighed an earnings beat, leading to a negative market reaction. CEO Jeffrey Lorenger said the acquisition “brings together two respected companies with complementary strengths and represents an exciting milestone in HNI’s growth journey,” while Steelcase president Sara Armbruster highlighted strong organic revenue growth in the Americas as a key driver of the company’s performance.
The merger is positioned to strengthen both companies’ competitive positions in a consolidating commercial furniture market, where evolving work dynamics and sustainability pressures are reshaping demand. With the vote now secured, the parties will focus on regulatory approvals, integration planning, and finalizing the closing on December 10, 2025.
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