In a significant corporate action, HNI Corporation (NYSE: HNI) has confirmed its plans to acquire Steelcase Inc. (NYSE: SCS) under a Merger Agreement dated August 3, 2025. This merger is structured as a two-step process involving the merger of HNI's subsidiaries, Geranium Merger Sub I, Inc. and Geranium Merger Sub II, LLC, with Steelcase, allowing Steelcase to become a wholly owned subsidiary of HNI.
The financial details of the deal indicate that Steelcase shareholders will receive a total consideration of approximately $16.89 per share based on HNI's stock price as of October 15, 2025. Specifically, each share of Steelcase common stock will convert into either (i) 0.2192 shares of HNI common stock plus $7.20 in cash, (ii) a cash amount determined by the volume-weighted average price of HNI's shares prior to the merger, or (iii) a number of HNI shares based on a formula that includes the cash consideration. This flexibility in payment options is designed to cater to the preferences of Steelcase shareholders.
The strategic rationale behind this merger centers on the desire to create a larger, more competitive entity in the office furniture space. By combining resources, HNI aims to enhance operational efficiencies, broaden its product offerings, and strengthen its market position in an increasingly competitive environment.
The merger is expected to close following the approval of both HNI and Steelcase shareholders at special meetings scheduled for later in 2025. These meetings will be held virtually, with details provided to shareholders in the joint proxy statement/prospectus. Both companies' boards have unanimously recommended that their respective shareholders vote in favor of the proposal, underscoring their confidence in the transaction's benefits.
In terms of market impact, this merger is poised to significantly affect shareholders, with Steelcase shareholders set to own approximately 36% of HNI’s common stock post-merger, while HNI shareholders will hold about 64%. Employees from both companies may experience changes as integration efforts commence, promoting a unified corporate culture and operational synergies.
Regulatory approvals will be a crucial factor in the merger process. The deal must comply with applicable antitrust laws, and the companies are closely monitoring any regulatory considerations that may arise during the review period.
As this merger progresses, it promises to reshape the landscape of the office furniture industry, and stakeholders are encouraged to stay informed through the forthcoming joint proxy statements and company announcements.