MUSCATINE, Iowa & GRAND RAPIDS, Mich. — Shareholders of HNI Corporation as well as shareholders of Steelcase Inc. stock voted overwhelmingly in favor of the plan for HNI to acquire Steelcase. The merger deal is anticipated to close on December 10, 2025, subject to the satisfaction or waiver of customary closing conditions specified in the Merger Agreement.
HNI shareholders voted in favor of the proposal to approve the issuance of shares of HNI common stock to holders of Steelcase common stock and the shareholders of Steelcase voted in favor of the proposal to approve the merger.
At the special meeting of HNI’s shareholders held December 5, approximately 96.88% of the shares voted, representing approximately 84.52% of the total outstanding shares of HNI common stock as of the record date, October 14, 2025, were cast in favor of the HNI Proposal.
At the special meeting of Steelcase’s shareholders, approximately 99.60% of the shares voted on the Steelcase Merger Proposal, representing approximately 69.93% of the total outstanding shares of Steelcase common stock as of the record date, October 14, 2025, were cast in favor of the Steelcase Merger Proposal.
The two iconic and long-time competitors in the contract furniture space announced in August that they were joining forces in a major acquisition. Under the deal, HNI will acquire Steelcase in a cash-and-stock transaction, with a total value of approximately $2.2 billion to Steelcase common shareholders.
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 implied per share purchase price of $18.30 is based on HNI’s closing share price of $50.62 on Friday, August 1, 2025, reflecting a valuation multiple at transaction close for Steelcase of approximately 5.8x TTM (most recent, consecutive twelve months) adjusted EBITDA, inclusive of run-rate cost synergies of $120 million.
According to the filing, the deal of two of the largest North American furniture manufacturers will have 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. It employs 7,700 workers at its HNI and Kimball International plants in the U.S. and around the world. Steelcase ranks #4 on the list with approximately $2.2 billion in sales and employs 11,300 people at 22 manufacturing and distribution facilities in the U.S. and Mexico.
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