The legal challenge attempting to block Steelcase's $2.2 billion acquisition by HNI Corp. has been voluntarily dismissed with prejudice, clearing the way for shareholders to vote on the deal and for the transaction to close as planned.
© Steelcase
The dismissal, filed on November 26 in the 17th Circuit Court of Kent County, was submitted by attorney Walter B. Fisher on behalf of plaintiff Dean Drulias, a Steelcase shareholder since 2016. Filing "with prejudice" means the claims cannot be refiled in the future.
Drulias had sought to halt the shareholder vote originally scheduled for December 5, alleging that the transaction's economics were questionable and that conflicts of interest existed among Steelcase executives and board members. Outgoing President and CEO Sara Armbruster, along with other directors, were cited in the suit over alleged personal financial incentives tied to the deal.
Steelcase first announced the agreement with HNI in August 2025, which provides Steelcase shareholders with $7.20 in cash and 0.2192 HNI common shares per Steelcase share, equating to an implied per-share purchase price of $18.30 based on HNI's closing price on August 1.
With the lawsuit now dismissed, Steelcase shareholders will vote to approve the acquisition on December 5, with closing expected mid-December. HNI anticipates that the combined company will generate $5.8 billion in annual net sales and expand offerings across healthcare, education, and hospitality markets.
The dismissal removes one of the final hurdles in what has been closely watched as one of the largest transactions in the office furniture industry in 2025, marking a major consolidation in the sector.
