Herman Miller, Inc. (NASDAQ: MLHR) has agreed to acquire Knoll Inc. (NYSE: KNL) for $1.8 billion. The cash and stock transaction is expected to close by the end of the third quarter of calendar year 2021.
As per the terms, Knoll shareholders will receive $11.00 in cash and 0.32 shares of Herman Miller common stock for each Knoll common share they hold. Based on Herman Miller’s five-day volume weighted average price of $43.94 per share, this implies a purchase price of $25.06 per share which would be a 45% premium to Knoll’s closing share price on Friday.
Upon closing, Herman Miller shareholders will own approx. 78% of the combined company while Knoll shareholders will own approx. 22%. Herman Miller expects to fund the cash portion of the deal with cash on hand and new debt.
This transaction will help the companies take advantage of the transformation that is underway in the home and office design space. Companies are evolving to support an increasing base of employees who are working remotely while customers are investing significantly in altering their interiors to adapt to the trend of working from home.
The acquisition is anticipated to help drive growth and profitability for the combined unit while also accelerating its digital and technology transformation. Herman Miller and Knoll together have 19 leading brands along with a global dealer network and multi-channel ecommerce capabilities. They also have a presence that spans across more than 100 countries worldwide along with 64 showrooms globally and 50 physical retail locations.
The combined company is estimated to have pro forma annual revenue of approx. $3.6 billion and pro forma adjusted EBITDA of approx. $552 million. The deal is expected to generate $100 million of run-rate cost synergies within two years of closing along with significant revenue synergies in due course. Including the $100 million in cost synergies, adjusted EBITDA margins are estimated to be approx. 16%. The transaction is expected to be accretive to Herman Miller’s adjusted cash EPS in the first 12 months following closure.
Shares of Herman Miller were down 11% in morning trade on Monday while Knoll’s shares were up 32%. Herman Miller’s stock has gained 16% since the beginning of this year while Knoll’s stock has jumped 55% over the same period.
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