Item 8.01 Other Events.
As previously disclosed, on
Litigation Related to the Merger
Between
The complaints generally allege that the Registration Statement omitted or misrepresented material information, including with respect to the sales process leading up to the Merger and potential conflicts of interest involving Kimball's management, the disclosures concerning the parties' financial projections and the analyses performed by Kimball's financial advisor in support of its fairness opinion.
As a result of the alleged omissions, the lawsuits seek to hold the Company and its directors liable for violating Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-9 promulgated thereunder, and additionally seek to hold the Company's directors liable as control persons pursuant to Section 20(a) of the Exchange Act. The complaints seek, among other relief, an injunction preventing the closing of the Merger, rescission of the Merger (in case the Merger is consummated) or awarding of rescissory damages, and awarding of damages and an award of costs of the lawsuit, including reasonable allowance for plaintiffs' attorneys' and experts' fees.
In addition, between
Kimball believes that the claims in the lawsuits and demand letters are without merit and that no supplemental disclosures are required under applicable law. However, in order to avoid nuisance, potential expense and delay from the lawsuits and without admitting any liability or wrongdoing, Kimball has determined to voluntarily supplement the Definitive Proxy Statement with the disclosures set forth herein. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or
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materiality under applicable law of any of the disclosures set forth herein. Kimball specifically denies all allegations in the complaints that any additional disclosure was or is required.
Supplemental Disclosures to Definitive Proxy Statement
This supplemental information to the Definitive Proxy Statement should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. Nothing herein shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth herein. All page references in the information below are to pages in the Definitive Proxy Statement, and all terms used but not defined below shall have the meanings set forth in the Definitive Proxy Statement.
The following underlined language is added to the third full paragraph on page 41 in the section of the Definitive Proxy Statement entitled "The Merger-Background of the Merger."
On
The following underlined language is added to the last partial paragraph on the bottom of page 43 and the first partial paragraph on the top of page 44 in the section of the Definitive Proxy Statement entitled "The Merger-Background of the Merger."
Later in the day on
The following underlined language is added to the sixth full paragraph on page 48 in the section of the Definitive Proxy Statement entitled "The Merger-Background of the Merger."
On
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companies. Additionally,
The following underlined language is added to the fifth full paragraph on page 56 in the section of the Definitive Proxy Statement entitled "The Merger-Opinion of Kimball's Financial Advisor."
Using publicly available information, J.P. Morgan calculated, for each selected
company, the ratio of the company's firm value ("FV") to the consensus equity
research analyst estimates for the company's adjusted earnings before interest,
taxes, depreciation and amortization post-stock based compensation ("Adj.
EBITDA") for the year ending
Company FV/2023E Adj. EBITDA MillerKnoll, Inc. 7.0x Steelcase Inc. 6.6x HNI 8.0x
The following underlined language is added to the second full paragraph on page 59 in the section of the Definitive Proxy Statement entitled "The Merger-HNI Unaudited Prospective Financial Information."
While presented with numeric specificity, the financial projections are based on a variety of estimates and assumptions of HNI's senior management regarding HNI's business, industry performance, general business, economic, market and financial conditions, and other matters, all of which are difficult to predict and many of which are beyond HNI's control. In particular, these forward-looking statements were prepared based on numerous assumptions that may now be outdated. HNI's projections assume future operational impacts associated with the COVID-19 pandemic are minimal and in-line with current conditions. This assumption applies to the projections for both Workplace Furnishings and Residential Building Products. HNI's projections also include the benefit of the cost savings initiative announced in 2022. It is highly likely that the contribution of Kimball's business to HNI's consolidated results will be materially different from HNI's performance on a stand-alone basis without the contribution of Kimball's business. Accordingly, there can be no assurance that the projections, or the assumptions underlying the projections, will be realized. Neither HNI nor any of its affiliates, advisors or other representatives has made or makes any representations regarding the ultimate performance of HNI compared to the information contained in the projections. The inclusion of the financial projections contained herein should not be deemed an admission or representation by HNI, its affiliates or its advisors or any other person that it is viewed as material information of HNI, particularly in light of the inherent risks and uncertainties associated with such projections.
The following underlined language is added as a new first full paragraph on page 62 in the section of the Definitive Proxy Statement entitled "The Merger-Kimball Unaudited Prospective Financial Information-Kimball Management Projections for Kimball."
Kimball management projected the net debt of Kimball as of
The following underlined language is added as a new first full paragraph on page 62 in the section of the Definitive Proxy Statement entitled "The Merger-Kimball Unaudited Prospective Financial Information-Kimball Management Projections for HNI."
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Kimball management projected the net debt of HNI as of
The following underlined language is added to the fourth full paragraph on page 67 in the section of the Definitive Proxy Statement entitled "The Merger-Interests of Directors and Executive Officers of Kimball in the Merger."
The tables below do not include amounts for
* * *
FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which involve inherent risks and uncertainties. Any statements about HNI's, Kimball's or the combined company's plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified as those that include words or phrases such as "believes," "expects," "anticipates," "plans," "trend," "objective," "continue," or similar expressions or future or conditional verbs such as "will," "would," "should," "could," "might," "may," or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the business combination transaction between HNI and Kimball (the "Transaction"), including future financial and operating results, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected. In addition to . . .
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 104 Cover Page interactive data file (embedded within the Inline XBRL document) 7
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