HNI Corp to acquire Kimball International for $9.00 cash plus 0.1301 HNI shares per share

HNI CORP

Merger consideration per Kimball share: $9.00 cash + 0.1301 HNI common shares.
HNI secured $440M bridge loan from Wells Fargo and U.S. Bank to finance the deal.
Termination fee: Kimball pays HNI $15.8M if terminated for a superior proposal; HNI pays $24.3M if it breaches.
Closing expected by Sept 2023 (extendable to Dec 2023) subject to Kimball shareholder and antitrust approvals.
HNI board unanimously approved the acquisition; Kimball will become a wholly-owned subsidiary.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

HNI CORP entered into Agreement and Plan of Merger with Kimball International, Inc. (effective 2023-03-07).

Action: entry
Agreement: merger
Counterparty: Kimball International, Inc.
Effective: 2023-03-07

Exact text from the filing

On March 7, 2023, HNI Corporation, an Iowa corporation (the “ Company ” or “ HNI ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Ozark Merger Sub, Inc., an Indiana corporation and a wholly-owned subsidiary of the Company (“ Merger Sub ”), and Kimball International, Inc., an Indiana corporation (“ Kimball ”).

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HNI CORP filing history →

Source: SEC EDGAR

accession 0000048287-23-000106

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