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Herman Miller goes retail with the acquisition of Design Within Reach

DWR

American professional furniture maker Herman Miller announced that it has entered into an agreement to acquire Design Within Reach.

Design Within Reach is a Stamford, Connecticut, US based marketer and seller of modern furniture, lighting and accessories. DWR had revenues of approximately USD 218 million in 2013. DWR is the largest and fastest growing retailer of Herman Miller’s furniture designs.

DWR was founded in 1998 with a mission to make the best in modern design readily available to the public. Today the company is North America’s largest premium retailer of authored modern design, operating 38 retail locations in the U.S. and Canada, an established e-commerce presence, and a popular print catalogue.

Herman Miller will acquire an ownership interest in DWR equal to approximately 84% for an estimated USD 154 million in cash, subject to adjustment for net debt, changes in working capital, and other post-closing items. As a result of the transaction, Herman Miller estimates it will receive future tax benefits with a present value of approximately USD 10 million.

According to Herman Miller, ‘the addition of North America’s largest premium retailer of authored, modern design will be a transformative advancement of the company’s diversified growth strategy and lifestyle brand ambitions.’

DWR’s Chief Executive Officer (John Edelman) and President (John McPhee) will together continue to lead the business within Herman Miller and report to Brian Walker, CEO, Herman Miller. Following this transaction, these executives will convert their remaining ownership interest in DWR for an approximate 8.5% ownership stake within a newly formed Herman Miller consumer business unit.

Brian Walker, Herman Miller’s Chief Executive Officer, said, “The addition of DWR is a transformational step forward in realizing our strategy for diversified growth and establishing Herman Miller as a premier lifestyle brand, helping people create inspiring places where they work, live, heal and learn.

This combination expands our reach in the higher margin consumer sector and we have identified multiple points of strategic leverage that will benefit our other segments and operations, as well as DWR’s own growth plans.”

Walker continued, “In addition to enhancing Herman Miller’s brand visibility, we gain access to DWR’s growing and exclusive product portfolio and proven development capabilities. This offers further benefit to our commercial workplace market and beyond.

Additionally we are acquiring a complete consumer-focused infrastructure and an experienced and committed leadership team and workforce that truly values Herman Miller’s design legacy. That leadership team will skilfully advance our consumer business while DWR gains new resources to further their growth plans.

In short, we believe this acquisition dramatically advances our strategic interests and benefits customers, our business partners, and shareholders.

While there are immediate strategic benefits to be gained by both organizations, earnings accretion, excluding the impact of one-time acquisition costs and required purchasing accounting adjustments, will be modest in our fiscal year that ends in June of 2015.”

Greg Bylsma, Herman Miller’s Chief Financial Officer, said “Each of DWR’s shareholders will be entitled to receive approximately $23 per share on a fully-diluted basis as a result of the acquisition.

Furthermore, an escrow account (borne solely by the largest DWR shareholders), will be established to satisfy any post-closing obligations resulting from the transaction.”

The transaction is subject to regulatory approval or expiration of applicable waiting periods and is scheduled to close July 28, 2014.

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