HNI Corporation and Steelcase have entered a definitive agreement for HNI to acquire Steelcase in a cash and stock transaction valued at approximately $2.2 billion.
Under the deal, Steelcase shareholders will receive $7.20 in cash and 0.2192 shares of HNI common stock for each share they own. Based on HNI’s recent closing price, the per-share purchase price is approximately $18.30. Upon closing, HNI shareholders will own 64% of the combined company, and Steelcase shareholders will own 36%.
This deal is expected to create a more diversified company with an annual pro forma revenue of approximately $5.8 billion. The merger will combine complementary product portfolios and dealer networks, allowing the new company to serve better a wider range of customers across various industries, including healthcare, education, and hospitality.
The companies project $120 million in annual cost synergies and expect the deal to be accretive to non-GAAP earnings per share starting in 2027. Following the transaction, the combined company will be led by HNI’s CEO, Jeffrey Lorenger, and will maintain its headquarters in both Muscatine, Iowa, and Grand Rapids, Michigan. The Steelcase brand will also be retained.
Closing terms: The deal, 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.
Financing: In support of the transaction, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. have executed a commitment letter to provide committed financing to HNI, subject to the terms and conditions therein.
Advisors: J.P. Morgan Securities is serving as the exclusive financial advisor to HNI, and Davis Polk & Wardwell is serving as legal counsel. Goldman Sachs and BofA Securities are serving as financial advisors to Steelcase, and Skadden, Arps, Slate, Meagher & Flom is serving as legal counsel.
KEY QUOTES:
“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. With the Steelcase portfolio of brands and as in-office work trends accelerate, we will be even better positioned to meet the evolving needs of the workplace, enhance dealer and customer relationships, unlock new opportunities for growth, and create compelling value for the combined company’s shareholders.”
Jeffrey Lorenger, HNI’s Chairman, President, and Chief Executive Officer
“Joining with HNI is a bold step that marks the next era for Steelcase, our customers, dealers, and employees. Together, we will be positioned to redefine what’s possible in the world of work, workers, and workplaces. Like Steelcase, HNI is an organization that leads with purpose, shares similar values, and puts the customer at the center of everything they do. I’m excited to see this combination shape our industry.”
Sara Armbruster, President and Chief Executive Officer of Steelcase
