Herman Miller to acquire Knoll in $1.8B deal

EAST GREENVILLE » Knoll Inc. will be acquired by Herman Miller Inc. in a cash and stock transaction valued at $1.8 billion.

The design companies announced Monday they have entered into a definitive agreement on the deal, which has been unanimously approved by the boards of directors of both companies — and is expected to close by the end of the third quarter of calendar year 2021.

Under the terms of the agreement, Knoll shareholders will receive $11.00 in cash and 0.32 shares of Herman Miller common stock for each share of Knoll common stock they own. Based on Herman Miller’s five-day volume weighted average price of $43.94 per share, the transaction terms imply a purchase price of $25.06 per share, representing a 45% premium to Knoll’s closing share price on April 16, 2021, according to a press release. Once the transaction is completed, Herman Miller shareholders will own approximately 78% of the combined company and Knoll shareholders will own approximately 22%.

Herman Miller will also purchase all of the outstanding shares of Knoll’s preferred stock from Investindustrial VII L.P. (“Investindustrial”) for a fixed cash consideration of $253 million, representing an equivalent price of $25.06 for each underlying share of Knoll common stock.

“Investindustrial has entered into a voting agreement to vote in favor of the transaction at the special meeting of Knoll shareholders to be held in connection with the transaction,” the release stated.

The combination is being called “highly complementary” and will create a “leader in modern design,” according to the companies. East Greenville-based Knoll Inc. and Herman Miller collectively have 19 leading brands, presence across more than 100 countries, a global dealer network, 64 showrooms globally and more than 50 physical retail locations and global multichannel e-commerce capabilities.

The combined company will have pro forma annual revenue of approximately $3.6 billion and pro forma adjusted EBITDA of approximately $552 million, based on each company’s respective last reported 12 months and including the anticipated $100 million of cost synergies, implying adjusted EBITDA margins of approximately 16%, the release stated.

Andi Owen, president and chief executive officer of Herman Miller said the transaction brings together two “pioneering icons of design” with strong businesses, attractive portfolios and long histories of innovation.