425: HNI CEO Addresses Steelcase Employees on Merger

HNI Corporation's CEO, Jeff Lorenger, communicated to Steelcase employees about the planned merger, emphasizing complementary strengths and shared values.

Summary

• HNI Corporation's CEO, Jeff Lorenger, sent a message to Steelcase Inc. employees on August 6, 2025, regarding the planned combination of the two companies.
• The communication expresses enthusiasm for the merger, highlighting Steelcase's reputation, culture, and talent.
• The combined company aims to build on shared legacies in workplace transformation and more effectively help people thrive at work.
• HNI and Steelcase will bring together complementary customer segments, dealer networks, and product portfolios to meet evolving workplace needs and enhance relationships.
• Both companies share a deep commitment to respecting people, protecting the planet, operating with excellence, and acting with integrity.
• HNI emphasizes its "member-owner culture" and believes Steelcase team members will play an essential role in future shared success.
• Until closing, HNI and Steelcase will continue to operate as independent companies, with no immediate plans to change dealer partnerships, brand distribution, or salesforces.
• Integration planning will commence in the coming months, led by key stakeholders from both organizations.

Sentiment

Score: 8

Explanation: The communication is overwhelmingly positive, expressing enthusiasm for the merger and highlighting significant strategic synergies and shared values. It frames the acquisition as a beneficial step for both companies and their stakeholders, despite acknowledging standard merger-related risks.

Positives

• The merger combines highly complementary customer segments, dealer networks, and product portfolios, enhancing the ability to meet evolving workplace needs.
• The combined entity will have an expanded customer base and some of the most respected brands in the industry.
• Shared values and commitment to people, planet, excellence, and integrity are expected to be cornerstones of integration, creating new growth opportunities.
• HNI's CEO expressed confidence that the combined teams will build on shared legacies as leaders in workplace transformation.

Risks

• The occurrence of any event, change, or circumstance that could lead to termination of the definitive merger agreement.
• The outcome of any legal proceedings that may be instituted against HNI or Steelcase.
• The possibility that the transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and conditions to closing are not received or satisfied on a timely basis or at all.
• The risk that seeking or obtaining such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction.
• The risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition.
• Any failure to promptly and effectively integrate the businesses of HNI and Steelcase.
• The possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events.
• Reputational risk and potential adverse reactions of HNI's or Steelcase's customers, employees, or other business partners, including those resulting from the announcement, pendency, or completion of the transaction.
• The dilution caused by HNI's issuance of additional shares of its capital stock in connection with the transaction.
• The diversion of management's attention and time to the transaction from ongoing business operations and opportunities.
• Competitive and general economic conditions domestically and internationally.
• Acts of terrorism, war, governmental action, natural disasters, pandemics, and other Force Majeure events.
• Cyberattacks.
• Changes in the legal and regulatory environment.
• Changes in raw material, commodity, and other input costs.
• Currency fluctuations.
• Changes in customer demand.
• Disruptions in the global supply chain.
• The effects of prolonged periods of inflation and rising interest rates.
• Labor shortages.
• The levels of office furniture needs and housing starts.
• Overall demand for HNI's products.
• Industry and competitive conditions.
• The consolidation and concentration of HNI's customers.
• HNI's reliance on its network of independent dealers.
• Change in trade policy, including with respect to tariff levels.
• Market acceptance and demand for HNI's new products.
• Changing legal, regulatory, environmental, and healthcare conditions.
• The risks associated with international operations.
• The potential impact of product defects.
• The various restrictions on HNI's financing activities.
• An inability to protect HNI's intellectual property.
• Cybersecurity threats, including those posed by potential ransomware attacks.
• Impacts of tax legislation.
• Force majeure events outside HNI's control, including those that may result from the effects of climate change.

Future Outlook

The combined company expects to build on shared legacies in workplace transformation, more effectively help people thrive at work, and enhance dealer and customer relationships by leveraging complementary customer segments, dealer networks, and product portfolios. Integration efforts are anticipated to create new opportunities for growth and development. The companies will operate independently until the transaction closes, with integration planning to follow.

Management Comments

• "On behalf of all HNI Corporation members, I want to share my enthusiasm about our plans for bringing our two organizations together."
• "As a combined company, I'm confident our teams will be able to build on our shared legacies as leaders in workplace transformation and more effectively help people thrive at work."
• "HNI and Steelcase will bring together our highly complementary customer segments, dealer networks, and product portfolios which will better position us to meet the evolving needs of the workplace and enhance dealer and customer relationships."
• "Most importantly, we share a deep commitment to respecting people, protecting our planet, operating with excellence, and acting with integrity. These shared values will be the cornerstone of our integration efforts, which we expect to create new opportunities for growth and development."
• "We wouldn't be making this acquisition if we didn't believe that you will play an essential role in our future shared success."
• "We are still early in a process that will take some time, but I couldn't be more excited about the future."
• "Until closing, HNI and Steelcase will continue to operate as independent companies. It is business as usual at both organizations and there are no plans to change the dealer partnerships, brand distribution, or salesforces."

Industry Context

This merger signifies a consolidation within the office furniture and workplace solutions industry, aiming to create a stronger entity better positioned to address evolving workplace needs, such as hybrid work models and demand for collaborative spaces. By combining complementary strengths, HNI and Steelcase seek to enhance their competitive standing against other major players in the sector.

Comparison to Industry Standards

• The filing does not provide specific financial or operational results for direct comparison to industry benchmarks or specific comparable companies/projects beyond the general statement of combining complementary strengths to better meet evolving workplace needs. It focuses on the strategic rationale of the merger rather than performance metrics.

Stakeholder Impact

• Shareholders: Potential dilution for HNI shareholders due to issuance of new shares; requirement for shareholder approval for both HNI and Steelcase.
• Employees: HNI CEO expressed excitement about Steelcase talent and belief that they will play an essential role; no immediate changes to operations, salesforces, or brand distribution until closing; integration planning will involve key stakeholders from both companies; potential for new opportunities for growth and development.
• Customers: Expected to benefit from complementary customer segments, expanded product portfolios, and enhanced relationships.
• Dealers: Expected to benefit from complementary dealer networks and enhanced relationships; no immediate changes to dealer partnerships.

Next Steps

• HNI will file a Registration Statement on Form S-4 with the SEC to register shares for the transaction.
• The Registration Statement will include a joint proxy statement/prospectus for shareholders of both HNI and Steelcase.
• Shareholder and regulatory approvals are required for closing.
• Integration planning will be conducted by key stakeholders from both companies over the coming months.
• HNI CEO Jeff Lorenger plans to meet Steelcase employees in Grand Rapids at a global town hall later in August 2025.
• HNI and Steelcase will continue to operate as independent companies until closing.

Key Dates

Keywords

HNI Corporation, Steelcase Inc., Merger, Acquisition, Office Furniture, Workplace Solutions, SEC Filing, Form 425, Corporate Integration, Business Combination