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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): November 21, 2019
HILLENBRAND, INC.
(Exact Name of Registrant
as Specified in Charter)
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Indiana
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1-33794
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26-1342272
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Batesville Boulevard
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Batesville, Indiana
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47006
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (812) 934-7500
Not Applicable
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Common Stock, without par value
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HI
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ¨
Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 21, 2019, Hillenbrand, Inc., an Indiana corporation
(“Hillenbrand”), completed the previously announced acquisition contemplated by that certain Agreement and Plan of
Merger, dated as of July 12, 2019 (the “Merger Agreement”), among Milacron Holdings Corp., a Delaware corporation (“Milacron”),
Hillenbrand, and Bengal Delaware Holding Corporation, a Delaware corporation and a wholly-owned subsidiary of Hillenbrand (“Merger
Subsidiary”). Pursuant to the Merger Agreement, Merger Subsidiary merged with and into Milacron, with Milacron continuing
as the surviving corporation and a wholly-owned subsidiary of Hillenbrand (the “Merger”).
At the effective time of the Merger (the “Effective Time”),
each share of common stock, par value $0.01 per share, of Milacron (“Milacron Stock”) issued and outstanding immediately
prior to the Effective Time (other than shares of Milacron Stock (i) held by Milacron as treasury stock, (ii) owned by Hillenbrand
or Merger Subsidiary immediately prior to the Effective Time, (iii) held by any wholly-owned subsidiary of Milacron or Hillenbrand
(other than Merger Subsidiary) immediately prior to the Effective Time, or (iv) issued and outstanding immediately prior to the
Effective Time and held by any person who has not voted in favor of adoption of the Merger Agreement or consented thereto in writing
and who has properly exercised appraisal rights in respect of such shares in accordance with the Delaware General Corporation Law)
was converted into the right to receive (x) $11.80 in cash, without interest (the “Cash Consideration”) and (y) 0.1612
shares of common stock, without par value, of Hillenbrand (“Hillenbrand Common Stock” and, the number of shares described
in this clause (y), the “Stock Consideration”) ((x) and (y), taken together the “Merger Consideration”),
and with cash to be paid in lieu of fractional shares.
At
the Effective Time, each then-outstanding option to purchase shares of Milacron Stock (an “Option”) with a per share
exercise price that was less than the Merger Consideration Value (as defined below), whether or not exercisable or vested, was
canceled in exchange for the right to receive the Merger Consideration (including cash in lieu of any fractional shares, dividends
or other distributions payable pursuant to the Merger Agreement) in respect of each “net share” subject to such Option.
With respect to each Option, a “net share” is the quotient obtained by dividing (x) the product of (i) the
number of shares subject to such Option as of immediately prior to the Effective Time and (ii) the excess of the Merger Consideration
Value over the per share exercise price of such Option as of immediately prior to the Effective Time, by (y) the Merger Consideration
Value. Each then-outstanding Option with a per share exercise price that was greater than or equal to the Merger Consideration
Value, whether or not exercisable or vested, was canceled for no consideration. For purposes of the Merger Agreement, “Merger
Consideration Value” means the sum of (x) the Cash Consideration and (y) the product obtained by multiplying the
Stock Consideration by the volume weighted average trading price of Hillenbrand Common Stock on the New York Stock Exchange, as
reported by Bloomberg, for the ten consecutive trading days ending on the trading day immediately preceding the date on which the
Effective Time occurred.
At the Effective Time, each then-outstanding
share of Milacron Stock granted subject to vesting or other lapse restrictions (each, a “Milacron Restricted Share”)
vested in full, became free of such restrictions and was canceled and converted into the right to receive the Merger Consideration
(including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the Merger Agreement).
At the Effective Time, each then-outstanding
award of restricted stock units with respect to shares of Milacron Stock for which vesting was determined solely based on the satisfaction
of time-based criteria (each, a “Milacron RSU”), whether vested or unvested, was canceled in exchange for the right
to receive the Merger Consideration (including cash in lieu of any fractional shares, dividends or other distributions payable
pursuant to the Merger Agreement) in respect of each share of Milacron Stock subject to such Milacron RSU, provided, however,
that certain cash-settled Milacron RSUs, whether vested or unvested, were canceled in exchange for the right to receive an amount
in cash equal to (A) the Merger Consideration Value multiplied by (B) the number of shares of Milacron Stock subject
to such Milacron RSU as of immediately prior to the Effective Time.
At the Effective Time, each then-outstanding
award of restricted stock units with respect to shares of Milacron Stock for which vesting was determined in whole or in part based
on the satisfaction of performance-based criteria (each, a “Milacron PSU”), whether vested or unvested, was
canceled in exchange for the right to receive the Merger Consideration (including cash in lieu of any fractional shares, dividends
or other distributions payable pursuant to the Merger Agreement) in respect of each share of Milacron Stock subject to such Milacron
PSU, assuming that such performance-based criteria were satisfied at the applicable target level of performance.
At the Effective Time, each then-outstanding
award of stock appreciation rights (each, a “Milacron SAR”) with a per share strike price that was less than the Merger
Consideration Value, whether or not exercisable or vested, was canceled and converted into the right to receive an amount in cash
equal to (x) the excess of the Merger Consideration Value over the per share strike price of such Milacron SAR as of immediately
prior to the Effective Time multiplied by (y) the number of shares of Milacron Stock subject to such Milacron SAR as of immediately
prior to the Effective Time. Each then-outstanding Milacron SAR with a per share strike price that was greater than or equal to
the Merger Consideration Value, whether or not exercisable or vested, was canceled for no consideration.
The total aggregate consideration payable in the Merger was
approximately $1.64 billion in cash and 11.9 million shares of Hillenbrand Common Stock.
The issuance of shares of Hillenbrand Common Stock in connection
with the Merger was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File
No. 333-233699) filed by Hillenbrand with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective
on October 18, 2019. The proxy statement/prospectus, dated October 18, 2019, included in the registration statement (the “Proxy
Statement/Prospectus”) contains additional information about the above-described transactions.
The foregoing description does not purport to be complete and
is qualified in its entirety by reference to (i) the other items of this Current Report on Form 8-K, (ii) the Proxy Statement/Prospectus
and (iii) the Merger Agreement, included as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On November 21, 2019, Hillenbrand issued a press release announcing
the completion of the Merger.
A copy of this press release is furnished herewith as Exhibit
99.1 to this Current Report on Form 8-K, is incorporated by reference herein and shall not be deemed filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section and shall not be deemed to be incorporated by reference into any filing by Hillenbrand under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The financial statements of Milacron required by Item
9.01(a) to this Current Report on Form 8-K are incorporated herein by reference to (i) Milacron’s audited consolidated
balance sheets as of and for the years ended December 31, 2018 and 2017 and the audited consolidated statements of
operations, comprehensive income (loss), shareholders’ equity and cash flows of Milacron for the years ended December
31, 2018, 2017 and 2016 included in Milacron’s Current Report on Form 8-K filed by Milacron with the SEC on September
6, 2019 and Milacron’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed by Milacron with the SEC
on February 28, 2019 as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and (ii)
Milacron’s unaudited condensed consolidated financial statements as of September 30, 2019 included in Milacron’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed by Milacron with the SEC on November 12,
2019.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b)
to this Current Report on Form 8-K is incorporated herein by reference to the unaudited pro forma condensed combined balance sheet
as of June 30, 2019 and the unaudited pro forma condensed combined statement of operations for the nine months ended June 30, 2019
and the year ended September 30, 2018, in each case included in Amendment No. 1 to the Hillenbrand’s registration statement
on Form S-4 (Registration No. 333-233699) filed by Hillenbrand with the SEC and declared effective on October 18, 2019.
(d) Exhibits
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Exhibit No.
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Description of Exhibit
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2.1
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Agreement and Plan of Merger, dated as of July 12, 2019, among Hillenbrand, Inc., Bengal Delaware Holding Corporation and Milacron Holdings Corp. (incorporated by reference to the Current Report on Form 8-K filed by Hillenbrand with the SEC on July 16, 2019) 1
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23.1
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Consent of Ernst & Young LLP, independent registered public accounting firm of Milacron
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99.1
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Press Release of Hillenbrand, dated November 21, 2019
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99.2
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Audited Consolidated Balance Sheets of Milacron as of December 31, 2018 and 2017 and the Audited Consolidated Statements of Operations, Comprehensive Income (Loss), Shareholders’ Equity and Cash Flows of Milacron for the years ended December 31, 2018, 2017 and 2016 (incorporated by reference to Milacron’s Current Report on Form 8-K filed by Milacron with the SEC on September 6, 2019)
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99.3
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Unaudited Condensed Consolidated Financial Statements of Milacron as of September 30, 2019 (incorporated by reference to Milacron’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed by Milacron with the SEC on November 12, 2019)
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99.4
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Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2019, and the Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended June 30, 2019 and the year ended September 30, 2018 (in each case incorporated by reference to Amendment No. 1 to Hillenbrand’s Registration Statement on Form S-4 (Registration No. 333-233699 ) filed by Hillenbrand with the SEC on October 11, 2019)
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104
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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1
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Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Hillenbrand hereby undertakes
to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange
Commission.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: November 21, 2019
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HILLENBRAND, INC.
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By:
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/s/ Nicholas R. Farrell
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Name:
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Nicholas R. Farrell
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Title:
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Vice President, General Counsel,
Secretary and Chief Compliance Officer
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Exhibit 99.1
Hillenbrand Completes Acquisition of
Milacron
Increased Scale and Meaningful Product
Diversification
Compelling Long-term Growth Opportunities
with Enhanced Ability to Serve Customers across the Plastics Value Chain
Annualized Cost Synergies of Approximately
$50 Million Expected within Three Years
BATESVILLE, Ind., Nov. 21, 2019 – Hillenbrand,
Inc. (NYSE: HI) today announced it has completed the acquisition of Milacron Holdings Corp. in a cash and stock transaction valued
at approximately $1.9 billion, including the repayment of Milacron’s outstanding debt.
“The completion of the Milacron acquisition represents
a pivotal step in our journey to become a world-class global diversified industrial company, and we look forward to realizing the
benefits of this transformative transaction as we continue to execute our strategy to drive profitable growth,” said Joe
Raver, President and Chief Executive Officer of Hillenbrand. “This is an important milestone in both companies’ long
histories and I’m excited to welcome Milacron employees to Hillenbrand.”
Under the terms of the merger agreement
entered into on July 12, 2019, Milacron stockholders receive $11.80 in cash and a fixed exchange ratio of 0.1612 shares of Hillenbrand
common stock for each share of Milacron common stock they own, representing approximately 16% of Hillenbrand’s outstanding
shares on a post-close basis. The completion of the transaction follows the satisfaction of all closing conditions under
the merger agreement, including approval of the acquisition by Milacron stockholders.
Milacron is a global leader in highly engineered and customized
systems in plastic technology and processing with more than $1 billion in annual revenue. It has strong industry positions and
brands, as a leader in hot runner systems and injection molding equipment. Together, the combined company will have increased scale
and meaningful product diversification, enhancing its ability to serve customers with expanded capabilities across the plastics
value chain, including base resins production, compounding, plastics processing, and recycling.
With the completion of this transaction,
Milacron stock has ceased trading and is no longer listed on the New York Stock Exchange.
Hillenbrand announced that it is reviewing strategic alternatives
for Milacron’s Cimcool business. Financial advisor Houlihan Lokey has been engaged to assist in the review. The company cannot
predict the timing or the outcome of this work and does not intend to comment further until the Board of Directors approves a specific
transaction or the company believes that disclosure is otherwise appropriate.
“Given our vision to create a portfolio of scalable businesses
and the need to target our internal investments, we believe it is in the best interest of Hillenbrand and Cimcool to seek strategic
alternatives for Cimcool,” added Raver. “It’s a compelling business with strong cash flow characteristics that
we believe will be better able to achieve its goals in an alternative setting.”
Leadership Announcements
In addition to Hillenbrand’s
current executive team, who will continue to report to Joe Raver, President and Chief Executive Officer of Hillenbrand, the Company
has appointed Mac Jones as President, Milacron Injection Molding & Extrusion, and Ling An-Heid as
President, Mold-Masters to join the Hillenbrand Executive Management Team.
“It’s an honor to lead this executive team and I
look forward to working closely with this group as we combine the strengths of both Hillenbrand and Milacron. The infusion of key
talent will enhance our culture and competitive position and is at the heart of achieving our strategic direction,” said
Joe Raver.
-30-
About Hillenbrand
Hillenbrand (www.Hillenbrand.com) is a global diversified industrial
company with businesses that serve a wide variety of industries around the world. We pursue profitable growth and robust cash generation
to drive increased value for our shareholders. Hillenbrand’s portfolio includes industrial businesses such as Coperion, Milacron
Injection Molding & Extrusion, and Mold-Masters, in addition to Batesville, a recognized leader in the death care industry
in North America. Hillenbrand is publicly traded on the NYSE under "HI."
Forward-Looking
Statements
Throughout this release,
we make a number of “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. As the words imply, these are statements about future plans, objectives, beliefs, and expectations that might or might
not happen in the future, as contrasted with historical information. Forward-looking statements are based on assumptions that we
believe are reasonable, but by their very nature they are subject to a wide range of risks, including with respect to Hillenbrand’s
acquisition of Milacron (together such companies being the “Combined Company”), the Combined Company’s expected
financial performance, as well as the Combined Company’s strategic and operational plans. If our assumptions prove inaccurate
or unknown risks and uncertainties materialize, actual results could vary materially from the Combined Company’s expectations
and projections.
Words that could indicate
that we are making forward-looking statements include the following:
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intend
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believe
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plan
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expect
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may
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goal
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would
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become
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pursue
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estimate
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will
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forecast
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continue
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could
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target
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encourage
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promise
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improve
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progress
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potential
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should
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This is not an exhaustive
list, but is intended to give you an idea of how we try to identify forward-looking statements. The absence of any of these words,
however, does not mean that the statement is not forward-looking.
Here is the key
point: Forward-looking statements are not guarantees of future performance, and our actual results could differ materially
from those set forth in any forward-looking statements. Any number of factors, many of which are beyond our control, could
cause our performance to differ significantly from what is described in the forward-looking statements. These factors include,
but are not limited to: the impact of the 2017 Tax Cuts and Jobs Act, enacted by the U.S. government on December 22, 2017, on the
Combined Company’s financial position, results of operations, and cash flows; the outcome of any legal proceedings that may
be instituted against the Combined Company, or any companies we may acquire; risks that the acquisition of Milacron or any other
acquisition or disposition disrupts current operations or poses potential difficulties in employee retention or otherwise affects
financial or operating results; the ability to recognize the benefits of the acquisition of Milacron or any other acquisition or
disposition, including potential synergies and cost savings or the failure of the Combined Company or any acquired company to achieve
its plans and objectives generally; global market and economic conditions, including those related to the credit markets; volatility
of our investment portfolio; adverse foreign currency fluctuations; involvement in claims, lawsuits and governmental proceedings
related to operations; labor disruptions; the impact of the additional indebtedness that Hillenbrand has incurred in connection
with the acquisition of Milacron and the ability of the Combined Company to meet its de-levering goals; the dependence of our business
units on relationships with several large providers; increased costs or unavailability of raw materials or certain outsourced services;
continued fluctuations in mortality rates and increased cremations; competition from nontraditional sources in the death care industry;
cyclical demand for industrial capital goods; certain tax-related matters; and changes to legislation, regulation, treaties or
government policy, including any resulting from the current political environment. For a more in-depth discussion of these
and other factors that could cause actual results to differ from those contained in forward-looking statements, see the discussions
under the heading “Risk Factors” in Part I, Item 1A of Hillenbrand’s Form 10-K for the year ended September 30,
2019, filed with the Securities and Exchange Commission (“SEC”) on November 13, 2019, and in the corresponding
section of Milacron’s latest Form 10-K, as recast in its Form 8-K filed with the SEC on September 6, 2019. The Combined Company
assumes no obligation to update or revise any forward-looking information.
Contacts for Hillenbrand:
Corporate Communications
Tory Flynn, Corporate Communications
Phone: 812-931-5024
Email: Tory.Flynn@Hillenbrand.com
Investor Relations
Rich Dudley, Investor Relations
Phone: 812-931-5001
Email: Rich.Dudley@Hillenbrand.com