Item 8.01 Other Events.
As previously disclosed, on
The completion of the Merger is conditioned upon expiration or termination of
any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act") relating to the consummation of the
Merger. The applicable waiting period under the HSR Act expired at
The completion of the Merger remains subject to other customary closing conditions, including the receipt of the required approvals from Knoll stockholders and Herman Miller stockholders.
Forward-Looking Statements
This communication relates to a proposed business combination transaction
between Knoll and Herman Miller. 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 Knoll's or Herman
Miller'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 Knoll or Herman Miller to retain
and hire key personnel and maintain relationships with customers, suppliers and
others with whom Knoll or Herman Miller does business, or on Knoll's or Herman
Miller'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 Herman Miller to successfully integrate Knoll's operations; the
ability of Herman Miller to implement its plans, forecasts and other
expectations with respect to Herman Miller'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, are included in the registration statement on Form S-4
that was filed with the
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
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, Herman Miller filed with the
Participants in the Solicitation
Knoll, Herman Miller 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 Herman Miller, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in Herman
Miller's proxy statement for its 2020 Annual Meeting of Stockholders, which was
filed with the
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