Herman Miller Inc. MLHR, +1.21% and Knoll Inc. KNL, +1.77% said Monday they have agreed to combine in a cash-and-stock deal valued at $1.8 billion that will create a leader in modern design for the home and office. Under the terms of the deal, Knoll shareholders will receive $11 in cash and 0.32 shares of Hermann Miller for each share owned, equal to a premium of 45% over Knoll’s closing price on Friday. Once the deal closes, Herman Miller shareholders will own about 78% of the combined entity, while Knoll shareholders will hold abut 22%. The deal is expected to close by the end of the third quarter. As part of the deal, Herman Miller will purchase all of Knoll’s outstanding preferred stock from Investindustrial VII L.P. for a fixed cash consideration of $253 million, or $25.06 per each underlying share. “This highly complementary combination will create the preeminent leader in modern design, catalyzing the transformation of the home and office sectors at a time of unprecedented disruption,” the companies said in a joint statement. Herman Miller and Knoll have 19 leading brands, a presence in more than 100 countries, a global dealer network, 64 showrooms around the world, more than 50 retail locations and a strong e-commerce network. The combined company will have pro forma annual revenue of about $3.6 billion. The deal is expected to boost Herman Miller’s cash earnings per share in the first 12 months after close. Knoll shares soared 27% premarket on the news, while Herman Miller shares slid 2.7%.
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