Item 7.01 Regulation FD Disclosure
On April 19, 2021, Herman Miller, Inc. (the "Company") and Knoll, Inc. ("Knoll")
issued a joint press release announcing the entry into an Agreement and Plan of
Merger, dated April 19, 2021 (the "Merger Agreement"), by and among the Company,
Heat Merger Sub, Inc., a wholly owned subsidiary of the Company, and Knoll,
providing for the acquisition of Knoll by the Company.
On April 19, 2021, in connection with the announcement of the Merger Agreement
the Company intends to host a conference call and a webcast for investors and
the public. Details for accessing the conference call and the webcast can be
found in the press release filed as Exhibit 99.1 hereto. A presentation (the
"Investor Presentation") for reference during such call and webcast is furnished
as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 8.01 Other Events.
A copy of the joint press release issued by the Company and Knoll is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Joint Press Release issued by Herman Miller, Inc. and Knoll, Inc., dated
April 19, 2021
99.2 Investor Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document)
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Forward-Looking Statements
This communication relates to a proposed business combination transaction
between Herman Miller, Inc. (the "Company") and Knoll, Inc. ("Knoll"). This
communication includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Forward-looking statements relate to future events and anticipated
results of operations, business strategies, the anticipated benefits of the
proposed transaction, the anticipated impact of the proposed transaction on the
combined company's business and future financial and operating results, the
expected amount and timing of synergies from the proposed transaction, the
anticipated closing date for the proposed transaction and other aspects of our
operations or operating results. These forward-looking statements generally can
be identified by phrases such as "will," "expects," "anticipates," "foresees,"
"forecasts," "estimates" or other words or phrases of similar import. It is
uncertain whether any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do, what impact they will
have on the results of operations and financial condition of the combined
companies or the price of the Company's or Knoll's stock. These forward-looking
statements involve certain risks and uncertainties, many of which are beyond the
parties' control, that could cause actual results to differ materially from
those indicated in such forward-looking statements, including but not limited
to: the impact of public health crises, such as pandemics (including coronavirus
(COVID-19)) and epidemics, and any related company or government policies and
actions to protect the health and safety of individuals or government policies
or actions to maintain the functioning of national or global economies and
markets; the effect of the announcement of the merger on the ability of the
Company or Knoll to retain and hire key personnel and maintain relationships
with customers, suppliers and others with whom the Company or Knoll does
business, or on the Company's or Knoll's operating results and business
generally; risks that the merger disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger; the
outcome of any legal proceedings related to the merger; the ability of the
parties to consummate the proposed transaction on a timely basis or at all; the
satisfaction of the conditions precedent to consummation of the proposed
transaction, including the ability to secure regulatory approvals on the terms
expected, at all or in a timely manner; the ability of the Company to
successfully integrate Knoll's operations; the ability of the Company to
implement its plans, forecasts and other expectations with respect to the
Company's business after the completion of the transaction and realize expected
synergies; business disruption following the merger; general economic
conditions; the availability and pricing of raw materials; the financial
strength of our dealers and the financial strength of our customers; the success
of newly-introduced products; the pace and level of government procurement; and
the outcome of pending litigation or governmental audits or investigations.
These risks, as well as other risks related to the proposed transaction, will be
included in the registration statement on Form S-4 and joint proxy
statement/prospectus that will be filed with the Securities and Exchange
Commission (the "SEC") in connection with the proposed transaction. While the
risks presented here, and those to be presented in the registration statement on
Form S-4, are considered representative, they should not be considered a
complete statement of all potential risks and uncertainties. For additional
information about other factors that could cause actual results to differ
materially from those described in the forward-looking statements, please refer
to the Company's and Knoll's respective periodic reports and other filings with
the SEC, including the risk factors identified in the Company's and Knoll's most
recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The
forward-looking statements included in this communication are made only as of
the date hereof. Neither the Company nor Knoll undertakes any obligation to
update any forward-looking statements to reflect subsequent events or
circumstances, except as required by law.
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No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, the Company intends to file with
the SEC a registration statement on Form S-4 that will include a joint proxy
statement of the Company and Knoll and that also constitutes a prospectus of the
Company. Each of the Company and Knoll may also file other relevant documents
with the SEC regarding the proposed transaction. This document is not a
substitute for the proxy statement/prospectus or registration statement or any
other document that the Company or Knoll may file with the SEC. The definitive
joint proxy statement/prospectus (if and when available) will be mailed to
stockholders of the Company and Knoll. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will
be able to obtain free copies of the registration statement and joint proxy
statement/prospectus (if and when available) and other documents containing
important information about the Company, Knoll and the proposed transaction,
once such documents are filed with the SEC through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the
Company will be available free of charge on the Company's website at
https://investors.hermanmiller.com/sec-filings or by contacting the Company's
Investor Relations department at investor@hermanmiller.com. Copies of the
documents filed with the SEC by Knoll will be available free of charge on
Knoll's website at https://knoll.gcs-web.com/sec-filings or by contacting
Knoll's Investor Relations department at Investor_Relations@knoll.com.
Participants in the Solicitation
The Company, Knoll and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about the directors and
executive officers of the Company, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in the
Company's proxy statement for its 2020 Annual Meeting of Stockholders, which was
filed with the SEC on September 1, 2020, and the Company's Annual Report on Form
10-K for the fiscal year ended May 30, 2020, which was filed with the SEC on
July 28, 2020, as well as in a Form 8-K filed by the Company with the SEC on
July 17, 2020. Information about the directors and executive officers of Knoll,
including a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in Knoll's proxy statement for its 2021
Annual Meeting of Stockholders, which was filed with the SEC on April 1, 2021,
and Knoll's Annual Report on Form 10-K for the fiscal year ended December 31,
2020, which was filed with the SEC on March 1, 2021. Other information
regarding the participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC regarding the proposed transaction when such materials
become available. Investors should read the joint proxy statement/prospectus
carefully when it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the Company or
Knoll using the sources indicated above.
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