Steecase’s Board of Directors turned down HNI Corp’s first offer to purchase the company and the bid to acquire Steelcase began more than a year before the deal was eventually signed, according to Securities and Exchange Commission documents filed since the acquisition was announced.
The SEC filings are a fascinating, detailed look at the transaction for readers patient enough to wade through hundreds of pages of legalese and government formalities. The timeline shows that Steelcase’s board rebuffed the original offer but remained interested in completing the deal that shook the office furniture industry. The deal took months of negotiations between both boards and both companies’ management teams and included several in-person meetings in East Lansing, Mich.
According to SEC document filings, the estimated revenues for the combined HNI and Steelcase could to grow to $7.4 billion by 2030, creating an office furniture juggernaut.
HNI’s Board of Directors began talking about Steelcase as a potential transaction partner at a regularly scheduled board meeting on Aug. 13, 2024 and the company authorized its management team to contact Steelcase about a possible transaction at its Nov. 8, 2024 meeting.
On Nov. 13, 2024, HNI Chairman, President and Chief Executive Officer Jeff Lorenger contacted his counterpart, Sara Armbruster, president and CEO of Steelcase to request a call, which occurred on Nov. 18. A week after the call, the two leaders met in Ada, Mich., a small town outside Grand Rapids known best as the home of Amway, during which Lorenger stated that HNI would be sending a proposal for a strategic transaction to Steelcase.
Shortly after, Lorenger sent HNI’s proposal to Armbruster proposing a strategic combination with Steelcase in which HNI would acquire 100% of the outstanding shares of Steelcase with an implied purchase price of $17.25 per share based on the closing share price of HNI’s common stock of $56.17 as of November 22, 2024. In the Nov. 25 non-binding proposal, HNI stated that Steelcase shareholders would own approximately 31% of the combined company.
Steelcase’s board met two days later to review the offer and authorized its management team to contact Goldman Sachs and BofA Securities to help them with the proposal. The Steelcase board met again on Dec. 10, 2024 to go through the proposal with Goldman Sachs and BofA Securities. According to SEC documents, “Representatives of Goldman Sachs also reviewed various strategic alternatives to potentially enhance shareholder value, including continuing to execute on Steelcase’s standalone strategic plan, various actions to accelerate value creation in Steelcase’s businesses, engagement with HNI on its non-binding proposal and a broader exploration of strategic alternatives.”
During several meetings in December 2024, the Steelcase board of directors continued its review of the offer. The Steelcase board of directors also discussed Jennifer C. Niemann, a member of the Steelcase board of directors, who also owns and operates Forward Space, independent Steelcase dealership and whether such relationship could give rise to a potential conflict of interest in certain circumstances. The Steelcase board determined that Niemann would participate in meetings on the potential strategic transaction with HNI but would abstain from voting on matters relating to the potential strategic transaction with HNI.
That same month, the Steelcase board of directors (with Ms. Niemann abstaining) unanimously voted that it was not in the best interests of Steelcase and its shareholders to transact or engage with HNI on the price and terms set forth in the November 25 proposal, and instructed Armbruster to alert Lorenger to the vote, which she did on Dec. 20, 2024.
It appeared that the deal was dead.
The Steelcase board met on Jan. 2, 2025 to review its standalone strategic plan, according to the SEC documents. Representatives of Goldman Sachs reviewed with the Steelcase board matters relating to Steelcase’s share price, trading and performance, standalone strategic plan and potential alternatives to potentially enhance shareholder value, including margin enhancement initiatives, changes to portfolio mix, share repurchases and “pursuit of a transformative acquisition.”
HNI wasn’t done pursuing Steelcase. Later that month, the HNI board held a meeting to discuss a potential revised proposal with members of HNI management and representatives of J.P. Morgan in attendance. The HNI board discussed the December 20 response letter and a potential revised proposal. Following the discussion, the HNI board of directors authorized HNI management to deliver a revised proposal to acquire Steelcase.
On Monday, Feb. 10, 2025, Lorenger and Armbruster had a call during which Lorenger stated that HNI would be sending a revised proposal. Shortly thereafter, Lorenger sent HNI’s revised proposal to Armbruster, which included proposed consideration of $7.20 in cash and an implied purchase price of $18.00 per share based on HNI’s 10-day volume-weighted average price of $49.28 as of February 7, 2025. In the February 10 proposal, HNI stated that Steelcase shareholders would own approximately 35% of the combined company.
With the new proposal in hand, the Steelcase board met twice in February 2025 to review the details of the plan, during which the board (with Niemann again abstaining) voted to engage in preliminary management meetings with HNI to better understand HNI’s strategic rationale for the potential transaction.
On March 5, 2025, Steelcase and HNI executed a mutual confidentiality agreement. On March 20, 2025, an in-person meeting between the companies’ management teams was held in East Lansing, Mich. The meeting included (from Steelcase): Armbruster; David C. Sylvester, senior vice president and chief financial officer; Allan W. Smith, Jr., senior vice president, president, Americas and chief product officer; and from HNI, Lorenger; Vincent P. Berger II, executive vice president and chief financial officer; and Marshall H. Bridges, vice president and former senior vice president and chief financial officer of HNI. At the meeting, HNI presented its perspectives on the benefits and strategic rationale of a potential strategic transaction between Steelcase and HNI, according to the SEC filing.
Late in March, the leaders of each company reported back to their respective boards.
On Thursday, April 10, 2025, the Steelcase board discussed and considered HNI’s business and prospects, HNI’s strategic rationale for the proposed transaction, potential responses to HNI with respect to the Feb. 10 proposal, a potential diligence process between Steelcase and HNI and potential synergy and integration matters. The board voted to direct its leaders to engage in more detailed management meetings with HNI and after several calls and letters, the conversations would also involve discussions of Steelcase’s and HNI’s respective business plans.
Armbruster and Lorenger met again in East Lansing on May 1, 2025 along with several other managers and lawyers where they discussed their respective business plans and benefits and synergies of the deal. The representatives of Steelcase and HNI determined to meet again and continue the discussions.
The next day, Lorenger provided an update to the HNI board on the meeting. The HNI board met on May 12. At the meeting, the HNI board reviewed and discussed the relative share price performance of Steelcase common stock and HNI common stock and the dual class structure of Steelcase. On June 2, 2025, Steelcase and HNI, through their respective financial advisors, exchanged their respective financial plans and projections.
Just as Chicago Design Week was about to begin, Steelcase and HNI leaders met again, this time on June 6 in Chicago where they discussed their respective financial plans and projections, including HNI’s estimates of the expected synergies. Representatives of Goldman Sachs, BofA Securities and J.P. Morgan also attended the meetings.
With NeoCon and Design Days over, the Steelcase board met on June 15 to discuss the acquisition and the meeting between the two management teams. Representatives of Goldman Sachs and BofA Securities reviewed financial plans with the Steelcase board and projections of Steelcase and HNI and HNI’s business and performance. The Steelcase board discussed and considered potential risks and benefits, Steelcase board of directors’ representation on the HNI board of directors if a transaction was consummated and potential next steps.
Steelcase’s board asked to hear more “and to engage in preliminary merger agreement negotiations with HNI to potentially enable HNI to submit an improved proposal, including with key transaction terms, and authorized Steelcase management to proceed with the same.” The board also wanted to hear from Lorenger. It requested that Steelcase management arrange for a meeting during which Lorenger would present to the Steelcase board HNI’s perspectives on details of the deal.
That meeting happened on June 25 when Lorenger and Bridges presented to the Steelcase board. Two days later, the first draft of the merger agreement was distributed. On the same day, leaders of both Steelcase and HNI held a virtual financial due diligence session.
The HNI board held a meeting on June 30 to discuss the issues raised by the first draft of the merger agreement and a potential revised proposal. The HNI board authorized HNI management to deliver a revised proposal, which was different in that it included that HNI would select two unspecified members of the Steelcase board to be members of the HNI board at the closing of the deal. Steelcase shareholders would have 36% of the combined company. But the deal included a requirement that “…certain Steelcase shareholders enter into voting and support agreements in favor of the proposed transaction.”
The ball was back in Steelcase’s court. The Steelcase board met on July 8 to discuss the updated proposal, but they still weren’t satisfied. The Steelcase board wanted three members of the Steelcase board to be appointed to the HNI board.
During a call on July 18 between Armbruster and Lorenger, Lorenger told Armbruster that the HNI board was not prepared to agree that three Steelcase directors would be appointed to the HNI board of directors, but that HNI would agree to appoint two Steelcase directors to the HNI board of directors in classes that would provide for a longer term. The Steelcase board met later that same day to discuss the deal.
But it still wasn’t complete. Lorenger met separately with Armbruster and Robert C. Pew III, chair of the Steelcase board back in East Lansing on July 21 to discuss HNI’s perspectives on the benefits and strategic rationale of the deal. On the same day, representatives of HNI and representatives of Steelcase met in person in East Lansing to discuss dealers and distribution networks.
A day later, Lorenger, Bradford and Miguel Calado, lead director of the HNI board, held separate meetings with Timothy C.E. Brown and Linda K. Williams, both members of the Steelcase board regarding their potential appointment to the HNI board upon closing of the transaction. Lorenger and Calado later met with Steelcase board member Todd P. Kelsey about his potential appointment to the HNI board. According to SEC documents, Brown and Williams will be appointed to the HNI board if the deal is completed. Interestingly, none of the Steelcase board members HNI met with include members of the board who are part of Steelcase’s founding families.
HNI released its earnings report for the second quarter of fiscal year 2025 and held a related earnings call on July 24. On the same day, the Steelcase board held a meeting to review the revised deal, the status of the negotiations of the merger agreement and the recent HNI earnings report.
Aug. 3 was a key date in the transaction. After going back and forth on several provisions covering stock classes and details of the deal, the Steelcase board met and received opinions from Goldman Sachs and BofA Securities that it was a fair deal for Steelcase shareholders. “Following this discussion, the Steelcase board of directors unanimously (with Niemann abstaining) approved and adopted the resolutions and authorized Steelcase management, together with the representatives of Skadden, to proceed to finalize, execute and deliver the transaction agreements,” according to SEC documents. On the same day, the HNI board met. At the meeting, J.P. Morgan delivered its opinion to the board that the deal was financially fair to HNI. Following this discussion, the HNI board unanimously approved and adopted the resolutions by written consent and authorized HNI management, together with the representatives of Davis Polk, to proceed to finalize, execute and deliver the transaction agreements. On the evening of Sunday, August 3, 2025, Steelcase and HNI executed the Merger Agreement. The transaction was announced the next day prior to the opening of the financial markets in New York.