We are advising HNI on the transaction

Davis Polk is advising HNI Corporation on its approximately $485 million acquisition of Kimball International, Inc. Under the terms of the agreement, Kimball International shareholders will receive $9.00 in cash and 0.1301 shares of HNI common stock for each share of Kimball International common stock they own. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close by mid-2023, subject to the approval of Kimball International shareholders, the receipt of required regulatory approval and the satisfaction of other customary closing conditions.

HNI is a manufacturer of workplace furnishings and residential building products, operating under two segments. The workplace furnishings segment is a leading global designer and provider of commercial furnishings, going to market under multiple unique brands. The residential building products segment is the nation’s leading manufacturer and marketer of hearth products, which include a full array of gas, electric, wood and pellet-burning fireplaces, inserts, stoves, facings and accessories.

Kimball International is a leading omnichannel commercial furnishings company with deep expertise in the workplace, health and hospitality segments. Kimball’s family of brands includes Kimball, National, Etc., Interwoven, Kimball Hospitality, D’style and Poppin.

The Davis Polk corporate team includes partner James P. Dougherty, counsel Albert Zhu and associate Natasha D. Shah. The executive compensation team includes partner Adam Kaminsky and counsel Kevin A. Brown. The intellectual property and technology transactions team includes partner Frank J. Azzopardi. The finance team includes partner Christopher Nairn-Kim. Partner William A. Curran is providing tax advice. Partner Ronan P. Harty and counsel Nathan Kiratzis are providing antitrust and competition advice. Members of the Davis Polk team are based in the New York and Washington DC offices.