Hni Corporation · NYSE:HNI
Hni — Merger or Acquisition (March 2023)
15 slides from Hni's merger presentation, Mar 8, 2023
Slide 1: HNI to Acquire Kimball International
HNI to Acquire Kimball International Investor Briefing March 8, 2023 1 Confidential
Slide 2: Forward-Looking Statement
Forward-Looking Statement This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunde
Slide 3: Disclaimer
Disclaimer No offer of solicitation This communication is for informational purposes only and is not an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor the solicitation of any vote or approval in any jurisdiction pursuant to the proposed transactio
Slide 4: Presenters
Presenters Jeff Lorenger Kristie Juster Marshall Bridges Chairman, President, and CEO CEO Senior Vice President and CFO 4
Slide 5: Agenda
Agenda Strategic Benefits Transaction Overview Financial Benefits Conclusion 5
Slide 6: Compelling Combination to Significantly Benefit All Stakeholders
Compelling Combination to Significantly Benefit All Stakeholders 1 2 3 Creates a more efficient Highly complementary Expands presence in high and resilient company with product portfolio growth secondary robust and diverse positioned for post- geographies revenue streams pandemic trends 4 5 Strong c
Slide 7: Kimball International At A Glance
Kimball International At A Glance Key $719M $53M 2,400+ Statistics CY 2022 CY 2022 Employees Revenue Adj. EBITDA Brands 8 Mfg. 6 2 Indiana Kentucky Locations Locations Locations 7
Slide 8: Portfolio Well-Positioned to Capitalize on Post-Pandemic Trends
Portfolio Well-Positioned to Capitalize on Post-Pandemic Trends Kimball International Revenue by Products Kimball International Revenue by Geographies Ancillary Systems Secondary Major 88% 79% ANCILLARY SECONDARY PRODUCTS GEOGRAPHIES The office is evolving into a place to foster collaboration Second
Slide 9: Transaction Summary
Transaction Summary • HNI is acquiring Kimball International for $9.00 in cash and 0.1301 shares of HNI stock for each share of Kimball International common stock, implying 70% cash and 30% stock consideration for the offer ‒ Total implied per share consideration: $12.90 based on HNI’s closing share
Slide 10: Growth Opportunities
Growth Opportunities HNI and Kimball International combined will have a broader, more 1 comprehensive product offering, tailored go-to-market strategies and enhanced manufacturing capabilities Kimball International’s strong presence in secondary geographic 2 areas and expertise in ancillary products
Slide 11: Anticipated Synergies
Anticipated Synergies Cost • $25 million of expected run-rate cost synergies • Synergies arising from business consolidation, procurement savings, logistics integration, and Synergies improved efficiency • Expected to achieve full run-rate synergies within three years of closing Breakdown 50% of Cos
Slide 12: Combined Pro Forma View of the Combined Company
Combined Pro Forma View of the Combined Company CY 2022 Revenue Composition Facility Footprint HNl Revenue Kimball International Revenue Residential Indiana Building Other Products Iowa 23% 37% $2.4B $719M 63% 77% Workplace Workplace & Furnishings Health CY 2022 Combined Pro Forma Revenue Compositio
Slide 13: A Shared Focus on ESG Initiatives
A Shared Focus on ESG Initiatives HNI Kimball International Redefining Tomorrow Respecting People Environmental Management & Diversity, Equity, Inclusion & Sustainability Belonging (DEIB) Recognized in 2018, 2019, 2020, Signatory to the U.N. Global and 2021 for diversity within the Compact, with com
Slide 14: Compelling Combination to Significantly Benefit All Stakeholders
Compelling Combination to Significantly Benefit All Stakeholders 1 2 3 Creates a more efficient Highly complementary Expands presence in high and resilient company with product portfolio growth secondary robust and diverse positioned for post- geographies revenue streams pandemic trends 4 5 Strong c
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