ZEELAND, Mich., July 19, 2021 /PRNewswire/ -- Herman Miller
(NASDAQ: MLHR) today announced that it has completed its previously
announced acquisition of Knoll, Inc. ("Knoll"), creating the
preeminent leader in modern design. The combined company comprises
19 leading brands, a presence across more than 100 countries
worldwide, a global dealer network, 64 showrooms, more than 50
physical retail locations, and global multichannel eCommerce
capabilities. Herman Miller, Knoll, and their legacy brands will
continue to operate as distinct brands.
"The closing of this transaction is the first step to realizing
the great benefits of this combination, and I want to thank the
teams at Herman Miller and Knoll for their incredible efforts which
enabled us to reach this milestone," said Andi Owen, President and Chief Executive Officer
of Herman Miller. "We are especially pleased to have completed the
transaction quickly, which allows us to swiftly begin taking
advantage of the strengths of the combined company. We are a group
of people and brands guided by a shared vision, common values, and
a steadfast commitment to design. Together, we can be truly
inclusive, design for everyone, and care for our planet. With a
broader portfolio, scaled global footprint, and advanced digital
capabilities, we will be poised to meet our customers everywhere
they live and work."
As previously announced, the combined company will be led by
Herman Miller President and CEO
Andi Owen. In addition to Owen, the
combined company will be led by a world-class management team made
up of executives from both Herman Miller and Knoll. The company
will be releasing more information tomorrow after 11:00 AM ET.
Knoll (NYSE: KNL) shares will cease trading prior to the market
open on July 20, 2021, and each share
of Knoll common stock has been converted into the right to receive
0.32 shares of Herman Miller common stock and $11.00 in cash. The completion of the transaction
results in Herman Miller shareholders owning approximately 78
percent of the combined company and Knoll shareholders owning
approximately 22 percent of the combined company.
Advisers
Goldman Sachs & Co. LLC served as
financial adviser to Herman Miller, and Wachtell, Lipton, Rosen
& Katz served as legal adviser.
About Herman Miller
Herman Miller is a globally
recognized leader in design. Since its inception in 1905, the
company's innovative, problem-solving designs and furnishings have
inspired the best in people wherever they live, work, learn, heal,
and play. In 2018, Herman Miller created Herman Miller Group, a
purposefully selected, complementary family of brands that includes
Colebrook Bosson Saunders, DWR, Geiger, HAY, Maars Living Walls,
Maharam, naughtone, and Nemschoff. Guided by a shared
purpose—design for the good of humankind—Herman Miller Group shapes
places that matter for customers while contributing to a more
equitable and sustainable future for all. For more information,
visit www.hermanmiller.com/about-us.
Forward-Looking Statements
This communication
includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements relate to future
events and anticipated results of operations, business strategies,
the anticipated benefits of the transaction, the anticipated impact
of the transaction on the combined company's business and future
financial and operating results, the expected amount and timing of
synergies from the transaction, and other aspects of our operations
or operating results. These forward-looking statements generally
can be identified by phrases such as "will," "expects,"
"anticipates," "foresees," "forecasts," "estimates" or other words
or phrases of similar import. It is uncertain whether any of the
events anticipated by the forward-looking statements will transpire
or occur, or if any of them do, what impact they will have on the
results of operations and financial condition of Herman Miller or
the price of Herman Miller's stock. These forward-looking
statements involve certain risks and uncertainties, many of which
are beyond Herman Miller's control, that could cause actual results
to differ materially from those indicated in such forward-looking
statements, including but not limited to: the impact of public
health crises, such as pandemics (including coronavirus (COVID-19))
and epidemics, and any related company or government policies and
actions to protect the health and safety of individuals or
government policies or actions to maintain the functioning of
national or global economies and markets; the risk that the
anticipated benefits of the merger with Knoll will not be realized
on the anticipated timing or at all; risks related to the
additional debt incurred in connection with the merger; Herman
Miller's ability to comply with its debt covenants and obligations;
the risk that the anticipated benefits of the merger will be more
costly to realize than expected; the effect of the announcement of
the merger on the ability of Herman Miller or Knoll to retain and
hire key personnel and maintain relationships with customers,
suppliers and others with whom Herman Miller or Knoll does
business, or on Herman Miller's or Knoll's operating results and
business generally; the ability of Herman Miller to successfully
integrate Knoll's operations; the ability of Herman Miller to
implement its plans, forecasts and other expectations with respect
to Herman Miller's business after the completion of the transaction
and realize expected synergies; business disruption following the
merger; general economic conditions; the availability and pricing
of raw materials; the financial strength of our dealers and the
financial strength of our customers; the success of
newly-introduced products; the pace and level of government
procurement; and the outcome of pending litigation or governmental
audits or investigations. For additional information about other
factors that could cause actual results to differ materially from
those described in the forward-looking statements, please refer to
Herman Miller's periodic reports and other filings with the SEC,
including the risk factors identified in Herman Miller's most
recent Quarterly Reports on Form 10-Q and Annual Reports on Form
10-K. The forward-looking statements included in this communication
are made only as of the date hereof. Herman Miller does not
undertake any obligation to update any forward-looking statements
to reflect subsequent events or circumstances, except as required
by law.
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SOURCE Herman Miller, Inc.