Herman Miller, Inc. completed the acquisition of Knoll, Inc. from group of shareholders.
The combined company will have pro forma annual revenue of approximately $3.6 billion and pro forma adjusted EBITDA of approximately $552 million, based on each company's respective last reported 12 months and including the anticipated $100 million of cost synergies, implying adjusted EBITDA margins of approximately 16%. Andi Owen will serve as President and Chief Executive Officer of the combined company. Andrew Cogan plans to depart the combined company upon closing of the transaction after a successful 30-year career with Knoll, during which time Knoll received the National Design Award for Corporate and Institutional Achievement from the Smithsonian's Cooper-Hewitt, National Design Museum. The transaction is subject to approval by Herman Miller and Knoll shareholders, the receipt of required regulatory approvals, the Registration Statement shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or pending or threatened in writing Proceedings seeking a stop order, the shares of Herman Miller issuable pursuant to the Merger shall have been authorized for listing on the NASDAQ, upon official notice of issuance and the satisfaction of other customary closing conditions. The transaction is not conditioned on financing. The transaction, which has been unanimously approved by the Boards of Directors of both companies. As of June 2, 2021, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has been expired. The respective special meetings of Knoll stockholders and Herman Miller shareholders, each is scheduled to be held on July 13, 2021. At the special meeting held on July 13, 2021, the shareholders of both Herman Miller and Knoll approved the merger. The transaction is expected to close by the end of the third quarter of calendar year 2021. As of June 28, 2021, the transaction is expected to close within one week from the date of the shareholder special meetings on July 13, 2021. As of July 13, 2021, the transaction is currently expected to close on Monday, July 19, 2021. The deal is expected to be accretive to Herman Miller's adjusted cash EPS in the first 12 months following closing and is expected to generate significant revenue synergies through enhanced scale, cross selling and digital and eCommerce opportunities.
Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider and Adam O. Emmerich, Zachary Podolsky and Jenna E. Levine of Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Herman Miller. Goldman Sachs will receive a transaction fee of $15 million, $3 million of which became payable at announcement of the transactions contemplated by the merger agreement and the preferred stock purchase agreement, and the reminder of which is contingent upon consummation of such transactions. BofA Securities acted as financial advisor and fairness opinion provider and Heather Coleman, Joyce Kwok, Eric Queen, Bradley Smith, Juan Rodriguez, Cathy Clarkin, Joseph J. Matelis, Matthew Brennan, Mehdi Ansari, Ari Blaut, Ronald Creamer, Catherine M. Clarkin and Stephen Kotran of Sullivan & Cromwell is serving as legal advisor to Knoll. BofA Securities will receive a fee of approximately $23 million, $1 million of which was payable upon delivery of its opinion and the remainder of which is payable upon the closing of the merger. Eric L. Schiele, Jamie Madell, Tim Cruickshank, Neel Sachdev and Joshua Ayal of Kirkland & Ellis LLP acted as legal advisor to Global Furniture Investments. Lazard acted as financial advisor to Investindustrial. Steven Seidman and Laura Delanoy of Willkie Farr & Gallagher LLP advised BofA Securities. Computershare Trust Company, N.A. acted as the transfer agent for Knoll and Herman Miller. MacKenzie Partners, Inc. acted as a proxy solicitor for Herman Miller and received a fee of approximately $35,000 plus reasonable and customary costs and expenses. Kingsdale Advisors acted as a proxy solicitor for Knoll and received a fee of approximately $12,500, as well as reasonable and documented out-of-pocket expenses.
Herman Miller, Inc. (NasdaqGS:MLHR) completed the acquisition of Knoll, Inc. (NYSE:KNL) from group of shareholders on July 19, 2021.