The Ademi Firm is investigating Steelcase (NYSE: SCS) for possible breaches of fiduciary duty and other violations of law in its transaction with HNI Corporation.
In the transaction, shareholders of Steelcase will receive $7.20 in cash and 0.2192 shares of HNI common stock for each Steelcase share owned in a transaction valued at approximately $2.2 billion. The implied per-share purchase price of $18.30 is based on HNI’s closing share price of $50.62 on August 1, 2025. Upon closing, HNI shareholders will own approximately 64% and Steelcase shareholders will own approximately 36% of the combined company.
Steelcase insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Steelcase by imposing a significant penalty if Steelcase accepts a competing bid. We are investigating the conduct of the Steelcase board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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