MUSCATINE, Iowa, GRAND RAPIDS, Mich. — As HNI and Steelcase continue to take steps toward a blockbuster $2.2 billion  merger, several legal entities are undergoing research and actively recruiting company investors in an effort to uncover "possible breaches of fiduciary duty" that might have led to an undervaluing of Steelcase. 

The two iconic and long-time competitors in the contract furniture space announced Aug. 4 that they planned to join forces in a cash and stock transaction, with a total value of approximately $2.2 billion to Steelcase common shareholders.

The transaction, which is expected to close by the end of calendar year 2025, is subject to approval by HNI and Steelcase shareholders, and other customary closing conditions. Upon closing, HNI shareholders will own approximately 64% of the combined company, and Steelcase shareholders will own approximately 36%. 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 merger, if approved, would create a company with a pro forma annual revenue of approximately $5.8 billion. According to the most recent FDMC 300 ranking of top North American wood products manufacturers, HNI ranks #11 on the listing with annual sales of approximately $1.9 billion. Steelcase ranks #4 on the list with approximately $2.2 billion in sales. 

Most recently, both companies filed antitrust paperwork as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR), that initiating a 30-day review period by US antitrust authorities. According to the HSR, the deal cannot be finalized without these forms be submitted to the Antitrust Division of the United States Department of Justice (DOJ) and the United States Federal Trade Commission (FTC). On August 29, 2025, HNI and Steelcase each filed their respective requisite notification and report forms under the HSR Act with the DOJ and the FTC. 

A 30-day waiting period following the parties’ filings expires on September 29, 2025, at 11:59 p.m. Eastern time, unless terminated earlier or extended by issuance of a second request. 

On August 4, HNI filed an 8-K report with the Securities and Exchange Commission, which included the agreement and plan of merger, detailing the terms of the acquisition, a joint press release announcing the deal, and an investor presentation. 

In addition, HNI is expected to file a Form S-4 registration statement with the SEC. This document will register the HNI shares being issued to Steelcase shareholders and will include a joint proxy statement/prospectus for the shareholders of both companies. 

FTC and DOJ regulators may impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the mergers, and such conditions, terms, obligations or restrictions could delay completion of the mergers; impose additional matterial costs on or materially limit the revenues of the combined company following the completion of the mergers; or lead to the abandonment of the mergers. 

According to numerous reports, regulatory approval is expected. However, while the deal promises to create a furniture industry leader with pro forma annual revenue of $5.8 billion, it has also drawn scrutiny from legal firms and investors questioning whether the boards of both companies acted in the best interests of shareholders.  

For instance, New York City-based Halper Sadeh LLC, an investor rights law firm, is investigating the Steelcase sale of HNI Corporation for $7.20 in cash and 0.2192 shares of HNI common stock for each share of Steelcases for potential violations of the federal securities laws and/or breaches of fiduciary duties to shareholders. Other legal firms, including Monteverde & Associates PC and The Ademi Firm of Milwaukee launched class-action investigations that may lead to lawsuits or regulatory interventions that could delay the merger.

According to Ademi press release, "The transaction agreement unreasonably limits competing transactions for Steelcase by imposing a significant penalty if Steelcase accepts a competing bid. We are investigating the conduct of the Steelcase board of directors, and whether they are fulfilling their fiduciary duties to all shareholders." 

Leaders of both companies said called this a bold step. “This acquisition brings together two respected companies with complementary strengths and represents an exciting milestone in HNI’s growth journey,” said Jeffrey Lorenger, HNI’s Chairman, president, and chief executive officer. “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.”

“Joining with HNI is a bold step that marks the next era for Steelcase, our customers, dealers, and employees,” said Sara Armbruster, president and CEO of Steelcase. “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.”