Filed by Herman Miller, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Knoll, Inc.
Commission File No.: 001-12907
Date: April 20, 2021
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1.
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Why is Herman Miller acquiring Knoll? How does it fit within Herman Miller’s strategy?
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Bringing Herman Miller and Knoll together will create the preeminent leader in modern design, catalyzing the transformation of our industry during what can only be described as the
most disruptive period in its history.
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This acquisition builds on our efforts over the last three years to accelerate profitable growth through a unified family of brands, a customer-centric and digital-first approach to
everything we do, and a renewed focus on our people, our planet, and our communities.
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As a combined company, we believe we will be uniquely positioned to meet our customers everywhere they live and work, and lead the industry in redefining home and office design.
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Equally important, Herman Miller and Knoll share many values and motivations. We have always believed in the power of design to shape the way people work, live, and thrive. Both of
our companies also believe strongly that business can be a force for good and we share the common goals of becoming more sustainable, diverse, and inclusive organizations.
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2.
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What are the next steps? What should I expect between now and then?
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The transaction is expected to close by the end of the third quarter of calendar year 2021 and is subject to approval by Herman Miller and Knoll shareholders, the receipt of required
regulatory approvals, and the satisfaction of customary closing conditions.
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Until then, Herman Miller and Knoll will continue to operate as independent companies and it is business as usual for all of us.
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During this time, it is important that we remain focused on our customers and dealers and continue executing on our existing day-to-day priorities.
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3.
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How do the businesses fit together?
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Our Contract and Retail businesses are highly complementary.
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Together, Herman Miller and Knoll will have 19 leading brands, presence across over 100 countries worldwide, a global dealer network, 64 showrooms globally, more than 50 physical
retail locations, and global, multi-channel eCommerce capabilities.
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Importantly, Herman Miller and Knoll have long shared a commitment to design, innovation, operational excellence, sustainability, and the health and well-being of employees,
communities, and the planet.
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The transaction will ensure that the combined company continues to deliver the highest quality products to customers while further reinforcing Herman Miller and Knoll’s shared focus
on building more sustainable, diverse, and inclusive enterprises.
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4.
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What does this transaction mean for employees?
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This is a milestone moment for Herman Miller and marks the beginning of an exciting new chapter for our company. Together with Knoll, we believe we will be well positioned to redefine
home and office design solutions in the future.
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This transaction will create enhanced opportunities for employees across both organizations as we bring together a deep portfolio of brands, technology, talent, and innovation to
create meaningful growth opportunities in all areas of the combined business.
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Until the transaction closes, which we expect to occur by the end of the third quarter of calendar year 2021, subject to the satisfaction of closing conditions, we will continue to
operate as separate, independent companies, and it remains business as usual.
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We will keep employees updated as we move through this process.
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5.
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What are your plans for integrating the two businesses?
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With the transaction just announced, there are still many decisions to be made and we do not have all the answers today.
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We will immediately begin planning for integration efforts that will happen over the coming months and will establish an integration team, composed of members from both Herman Miller
and Knoll to help lead this process.
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While we are permitted to plan to integrate the businesses, each party will continue to run independently until closing.
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6.
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How do the cultures of the two companies compare?
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Herman Miller and Knoll both have long histories, similar cultures, and are committed to design, innovation, operational excellence, sustainability, and the health and well-being of
employees, communities, and the planet.
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7.
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What will the combined company be called? Will there be any changes to management?
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We just announced the transaction–there are still many decisions to be made and we do not have all the answers today.
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We do know Andi Owen will remain President and CEO of the combined company.
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In addition, Andrew Cogan, Chairman and CEO of Knoll, plans to depart the combined company upon closing of the transaction after a successful 30-year career.
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We will continue to communicate with you as decisions are made.
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In the meantime, it’s business as usual for everyone at both companies.
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8.
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Do you anticipate any layoffs following this transaction?
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We just announced the transaction–there are still many decisions to be made and we do not have all the answers today.
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We will continue to communicate with you as decisions are made.
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That said, this transaction is about growth. In addition to driving value for Herman Miller and Knoll, shareholders, dealers, and customers will benefit from a broader combined
portfolio that will deliver beauty, joy, efficiency, and utility. We believe the transaction will also create enhanced opportunities for employees across both organizations.
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Will any sites, stores, or facilities be shut down or consolidated?
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We just announced the transaction–there are still many details that need to be worked out and we do not have all the answers today.
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We will continue to communicate with you as decisions are made.
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10.
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Will this transaction impact compensation and benefits?
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We do not expect any changes to employee compensation or benefits as a result of this transaction.
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Of course, we regularly review our compensation plans to ensure they are competitive and structured to incentivize and reward success, and we will continue to do that as a combined
company.
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11.
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What does this mean for customers, dealers, vendors, and other business partners?
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Bringing together Herman Miller and Knoll’s talented people and brands will enable us to deliver on the full potential of the combination, enabling us to better serve them.
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But for now, until the transaction closes–it is business as usual–they will see no change.
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They can continue to expect the exceptional products and customer service that they have come to rely on from Herman Miller.
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12.
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How soon can Herman Miller employees interact with Knoll employees?
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Until the transaction closes, Herman Miller and Knoll will continue to operate as separate, independent companies.
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It is important to remember that until closing, we operate in competitively sensitive segments and you must not share confidential and sensitive information with anyone at Knoll,
including our customer and dealer strategies.
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Please do not reach out to anyone at Knoll regarding company business matters unless you are specifically instructed to do so.
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13.
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What should I say if I’m contacted by the media, an analyst, or an investor about the transaction?
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Questions can come from anywhere, and often the media or analysts will not tell you who they are and their real purpose for reaching out (ex: reaching out through LinkedIn and asking
questions about the company or requesting to participate in research regarding our industry). Please be aware. You are not authorized to speak on behalf of the company and therefore should not discuss the transaction, our industry, or
Knoll and Herman Miller generally with anyone.
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Consistent with company policy, all media inquiries must be directed to Todd Woodward at todd_woodward@hermanmiller.com who will respond on the Company’s behalf.
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Inquiries from investors or analysts should be referred to Kevin Veltman at Kevin_Veltman@hermanmiller.com.
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14.
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Can I post on social media about this transaction?
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Because this is a public company transaction, any comments about the Herman Miller and Knoll transaction can damage or delay our ability to close the deal.
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For social media, this includes tweets, re-tweets of articles, blogs, LinkedIn posts, and Facebook posts.
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You can share our official social posts. However, it is important that you do not make any comments. We ask that you express nothing more than excitement (ex: share a company with
post with the statement, “An exciting time!”)
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15.
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Who can I contact if I have more questions?
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We are committed to keeping you informed and will share important developments as we move through the integration planning process, so please stay tuned to The Lounge.
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If you have any additional questions, please reach out to your Work Team Leader.
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