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MLHR > SEC Filings for MLHR > Form 8-K on 24-Apr-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement

On April 23, 2013, Herman Miller, Inc. (the "Company") entered into an agreement to acquire all of the outstanding equity of Maharam Fabric Corporation ("Maharam"), a New York-based, global designer and provider of high quality engineered fabrics and textiles, wall coverings, and window treatments for commercial, healthcare, and residential interiors. The Company will acquire Maharam, which reported revenues of approximately $105 million in calendar 2012, for a cash purchase price of approximately $156 million, subject to a potential reduction based upon Maharam's closing tangible equity. As a result of the transaction, the Company estimates it will receive future tax benefits with a present value of approximately $20 million.

The purchase price will be funded using the Company's existing cash. The Company expects the acquisition will be accretive to its consolidated net earnings and estimates the impact to be between $0.09 and $0.11 per share, on a diluted basis, for fiscal 2014. This estimate includes approximately $0.03 per share, net of tax, in fiscal 2014 for compensation arrangements relating to retention and transition of existing Maharam management and employees. The duration of these compensation arrangements will vary between 2 and 3 years from the date of acquisition. The Company anticipates that the closing of the transaction will occur on or about April 29, 2013.

The Company issued a press release on April 24, 2013, announcing the execution of the acquisition agreement. A copy of this press release is attached as Exhibit 99.1.

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