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DO remain optimistic, confident, and forward-looking. Remember that the way you speak about this transaction will impact how others respond. This is good news for Herman Miller, our
dealer partners, and our customers, and it is important that you stay positive and forward-looking.
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✔
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DO stay on message. To ensure we are being consistent in our communications about this announcement, please stick to the approved messages in this
toolkit.
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✔
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DO reassure customers and other stakeholders that it is business as usual. We want to ensure that this is a seamless transition for all of our
stakeholders. There won’t be any changes to the way we work with our partners during the transaction period. It remains business as usual at Herman Miller.
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DO feel empowered to say, “I don’t know.” You will likely receive questions that you will not be able to answer directly. It is okay to
acknowledge that we don’t yet have all of the answers. In the event where you do not know an answer, you can always escalate the question to me.
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DO remain focused. While there is a lot to be excited about, please keep in mind that today’s announcement is just the first step in the process. While some changes are happening
right away and others are forthcoming, the best thing we can do right now is to remain laser focused on our business priorities.
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DO discuss stakeholder feedback with me. In order to ensure the team is aligned and well equipped to support all of you and serve our customers,
it is important to share any feedback you are hearing regarding the transaction with me.
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DO compete and work with Herman Miller to win. Rest assured, we are just as committed to winning today as we’ve always been, including those deals
where we are competing against and/or short-listed against Knoll. This will not change, and in fact, it is crucial from a client and anti-trust perspective that we continue to operate and compete as normal until the transaction is
finalized. Until then we remain separate companies, with separate P&Ls, distribution networks, compensation programs, etc.
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×
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DON’T stray from the approved messages. The attached and below documents have been approved by legal counsel and will be filed with the SEC. Do not add to or change these materials
or any other communications you may receive in the future regarding this transaction.
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×
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DON’T speculate. You will likely receive questions that you will not be able to answer directly. It is okay to acknowledge that we don’t yet
have all of the answers. In the event where you do not know an answer, please respond with the following and then escalate the question to me:
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×
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DON’T speak with the media, analysts, or investors about this announcement. If you receive a media inquiry, please forward it to Todd Woodward
(todd_woodward@hermanmiller.com), and if you receive an inquiry from an investor or analyst, please forward to it to Kevin Veltman (kevin_veltman@hermanmiller.com).
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×
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DON’T post commentary about the deal on social media unless expressing excitement. Because this is a public company transaction, any comments about the Herman Miller and Knoll
transaction can damage our ability to close the deal. Any communications about our agreement with Knoll can be viewed as soliciting shareholder votes to approve the transaction.
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×
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DON’T reach out to Knoll. While we’re excited about the combination with Knoll, until the transaction is completed, we will continue to operate as an independent company. This
means that you should not treat Knoll or its employees any differently than you did before the announcement, and you should not allow customers or other third parties to believe that the two companies have already combined, as outlined in
the legal guidelines below.
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•
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Participate in day-to-day decision making with each other;
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•
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Present or represent Herman Miller and Knoll as a combined company to customers or anyone else;
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•
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Coordinate business activities with respect to actual or potential customers, vendors, or other third parties, or conduct joint communications with these customers, vendors, or third parties, unless specifically authorized after
consultation with the Legal Department; or
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•
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Contact each other. If you interact with personnel from Knoll in your ordinary duties, those interactions may continue just as they occurred before the announcement of the transaction.
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•
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Thanks for taking the time to talk with me.
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•
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Herman Miller recently announced an agreement to combine with Knoll.
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This combination will create the preeminent leader in modern design, catalyzing the transformation of the home and office at a time of unprecedented disruption.
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We are excited about this combination for many reasons.
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As distributed working models become the new normal for companies, businesses are reimagining the office to foster collaboration, culture, and focused work while supporting a growing remote employee base.
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With a broad portfolio, global footprint, and advanced digital capabilities, the combined company will be poised to meet our customers everywhere they live and work.
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Herman Miller’s and Knoll’s Contract and Retail businesses are highly complementary, and together the combined company will have 19 leading brands, presence across over 100 countries worldwide, a global dealer network, 64 showrooms
globally, 43 physical retail locations, and global multi-channel eCommerce capabilities.
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•
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In short, bringing together Herman Miller’s and Knoll’s talented people and brands will enable the combined company to deliver on the full potential of the two companies, enabling us all to better serve our customers over time.
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Herman Miller and Knoll are both guided by authentic design, sustainability, and innovative thinking, and we believe these shared values will contribute to a smooth integration.
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But for now, and until the transaction closes, Herman Miller and Knoll will continue to operate as separate, independent companies.
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•
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This means that our existing contracts and strategy will continue unchanged, and all business will continue in the normal course.
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•
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In other words, it remains business as usual, and there will be no change in how we work with you while the transaction is closing. You can expect the same high-quality products and design solutions that you have come to rely on from us
and from Herman Miller.
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•
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In terms of next steps, the transaction is expected to close by the end of the third quarter of calendar year 2021, subject to the satisfaction of closing conditions.
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•
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As work continues to combine the two companies, Herman Miller remains committed to ensuring their dealer partners and customers remain their top priority.
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With that, I’d be happy to answer any questions you may have…
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1.
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What did Herman Miller and Knoll announce?
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•
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Herman Miller and Knoll announced that they have entered into a definitive agreement under which Herman Miller will acquire Knoll.
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•
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We believe this combination catalyzes the transformation of the home and office at a time of unprecedented disruption.
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•
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As powerful trends reshape our lives – including distributed work, a greater focus on the home, digital disruption, and a focus on sustainability and the health and well-being of employees, communities, and the planet – the combined
company will be well positioned to lead the industry in redefining home and office design solutions.
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2.
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What are the next steps?
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•
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The transaction is expected to close by the end of the third quarter of calendar year 2021, subject to approval by Herman Miller and Knoll shareholders, the receipt of required regulatory approvals, and the satisfaction of other
customary closing conditions.
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•
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I want to assure you that it’s our top priority, and Herman Miller’s top priority, to make this a smooth and seamless transition for our customers.
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3.
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How do the businesses fit together?
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The transaction unites two exceptional portfolios of complementary brands.
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Together, Herman Miller and Knoll have 19 leading brands, presence across over 100 countries worldwide, a global dealer network, 64 showrooms globally, 43 physical retail locations, and global multi-channel eCommerce capabilities.
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•
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The combined company will offer 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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4.
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What are the benefits of this transaction to customers and dealers?
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•
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Bringing Herman Miller and Knoll together will create the preeminent leader in modern design, catalyzing the transformation of the home and office at a time of unprecedented disruption.
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•
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As distributed working models become the new normal for companies, businesses are reimagining the office to foster collaboration, culture, and focused work while supporting a growing remote employee base.
|
•
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At the same time, consumers are making significant investments in their homes.
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•
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With a broad portfolio, global footprint, and advanced digital capabilities, the combined company will be poised to meet our customers everywhere they live and work.
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•
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The combined company will offer a deep portfolio of brands, technology, talent, and innovation to create meaningful growth opportunities in all areas.
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5.
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How will this impact customers?
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•
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There will be no change in the way you do business with Herman Miller or our dealer network as a result of today’s announcement.
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•
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Your contacts will remain the same, and you can expect the same high-quality products and design solutions that you have come to rely on from us.
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•
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Until the transaction closes, which is expected occur by the end of the third quarter of calendar year 2021 subject to the satisfaction of closing conditions, Herman Miller and Knoll will continue to operate as separate, independent
companies, and it remains business as usual.
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6.
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Will my company contacts change?
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•
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No. your company contacts remain the same, and we do not expect any changes in how we work with you.
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7.
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Will there be any changes to customer contracts?
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•
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No. Existing contracts will continue to be honored in accordance with their terms, and all business will continue in normal course.
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We expect the process to be seamless for you.
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8.
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Will there be any changes to existing orders?
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•
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No. There will be no change in the way you do business with Herman Miller as a result of today’s announcement.
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•
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You can continue to expect the same high-quality products and design solutions that you have come to rely on from Herman Miller.
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9.
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Will my pricing change?
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•
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No. There have been no changes to pricing as a result of this transaction.
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10.
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My company buys both Herman Miller and Knoll products. What does this mean for me? Will I be able to combine both of my contracts?
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•
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Until the transaction is completed, Herman Miller and Knoll will continue to operate as two separate companies and it is business as usual.
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•
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Following close, we will keep you informed of any changes as we work to bring the companies together.
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11.
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Will any Herman Miller products or brands be discontinued after the transaction closes?
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While details related to our brand portfolio will be worked out as part of integration planning, we look forward to benefiting from having access to two highly complementary, exceptional portfolios of design-driven brands, each with its
own design legacy that places them at the epicenter of modern furnishings, and more broadly, modern design.
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12.
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Will there be any impact on production and delivery times?
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•
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No. There will be no impact on our ability to meet production schedules and make timely deliveries as a result of this announcement.
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13.
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What will the combined company be called? Will there be any changes to the Herman Miller brand identity? Where will the headquarters be? Will there be any changes to management?
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•
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Bear in mind that it’s early in the process – the transaction hasn’t yet closed – so both companies are continuing to operate as independent companies.
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14.
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Does this transaction impact my RFP with both Herman Miller and Knoll responding?
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•
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No. Until the transaction closes, Herman Miller and Knoll will continue to operate as separate, independent companies.
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