Exhibit 99.1
CONTACT INFORMATION
Investor Relations, Hillenbrand, Inc.
Contact: Mark R. Lanning, Vice President of Investor Relations and Treasurer
Phone: 812-934-7256
E-mail: mrlanning@hillenbrand.com
Hillenbrand Completes Acquisition of K-Tron;
Edward B. Cloues II Appointed to Hillenbrand Board
|
|
|
K-Tron shareholders receive $150 per share in cash for their common stock, for an
aggregate purchase price of approximately $435 million. |
|
|
|
|
Adjusted for K-Tron debt and estimated cash on hand at April 1, 2010, the expected
net purchase price of the transaction will be $379 million. |
|
|
|
|
Edward Cloues, former K-Tron chairman and CEO, is appointed to the Hillenbrand board
of directors. |
BATESVILLE, Indiana, April 1, 2010 /PR Newswire-First Call/ Hillenbrand, Inc. (NYSE: HI) has
completed its previously announced acquisition of K-Tron International, Inc. (NASDAQ-GS: KTII), for
an aggregate purchase price of approximately $435 million, excluding $10 million to $12 million in
costs related to the acquisition and transition. As a result of the transaction, K-Tron has become
a wholly owned subsidiary of Hillenbrand.
This is an exciting day for Hillenbrand, signifying our commitment to building a strong,
diversified enterprise with multiple business platforms, said Kenneth A. Camp, Hillenbrands
president and chief executive officer. Over the last several months, weve had the opportunity of
getting to know K-Trons management team and workforce. We have been impressed with their business
acumen and commitment to customer satisfaction, and look forward to leveraging Hillenbrands proven
capabilities in lean business and continuous improvement to enhance K-Trons already-strong
financial results. We are confident this will enable the diversified growth of Hillenbrand and
provide additional opportunities to increase shareholder value.
Under the terms of the definitive merger agreement, a subsidiary of Hillenbrand merged with and
into K-Tron, with the shareholders of K-Tron receiving $150 per share in cash for their common
stock. Adjusted for K-Tron debt and estimated cash on hand at April 1, 2010, the expected purchase
price of the transaction will be approximately $379 million. Hillenbrand used cash on hand and
proceeds from debt financing to fund the acquisition, which is expected to be accretive to
Hillenbrands earnings per share in 2010, net of acquisition costs and one-time charges related to
acquisition accounting.
Also as previously announced, Edward B. Cloues II, K-Trons former chairman and chief executive
officer, has been appointed to a newly created seat on the Hillenbrand board of directors,
effective April 2, 2010. Cloues joined K-Trons board in 1985 and was named chairman and CEO in
1998. Prior to his time at K-Tron, he was a senior partner of Morgan, Lewis & Bockius LLP, a global
law firm, where he specialized in mergers and acquisitions and general business law counseling.
Cloues currently is chairman of the board of AMREP Corporation, serves on the boards of Penn
Virginia Corporation and Penn Virginia Resource Partners, L.P., and has served on the boards of
several other public and private companies.
Disclosure Regarding 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, including the anticipated effect of the
acquisition on Hillenbrands future results. As the words imply, forward-looking statements are
statements about the future, as contrasted with historical information. Our forward-looking
statements are based on assumptions and current expectations of future events that we believe are
reasonable, but by their very nature they are subject to a wide range of risks. If our assumptions
prove inaccurate or unknown risks and uncertainties materialize, actual results could vary
materially from Hillenbrands expectations and projections.
Words that could indicate were making forward-looking statements include the following:
|
|
|
|
|
|
|
|
|
|
|
intend
|
|
believe
|
|
plan
|
|
expect
|
|
may
|
|
goal |
become
|
|
pursue
|
|
estimate
|
|
will
|
|
forecast
|
|
continue |
targeted
|
|
encourage
|
|
promise
|
|
improve
|
|
progress
|
|
potential |
This isnt an exhaustive list, but is simply 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.
Heres 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 those described in the forward-looking statements. These factors include, but
are not limited to: recent global market and economic conditions, including those related to the
credit markets; volatility of our investment portfolio; adverse foreign currency fluctuations;
ongoing involvement in claims, lawsuits and governmental proceedings related to operations; labor
disruptions; our ability to execute a successful integration of K-Tron International; the operating
businesses dependence on relationships with several large national providers; increased costs or
unavailability of raw materials; continued fluctuations in mortality rates and increased
cremations; competition from nontraditional sources in the funeral services business; ongoing
antitrust litigation; cyclical demand for industrial capital goods; and certain tax-related
matters. 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 item 1A of Hillenbrands Annual Report on Form 10-K for the year ended September
30, 2009, filed with the Securities and Exchange Commission (SEC) November 24, 2009, and K-Trons
Annual Report on Form 10-K for the year ended January 2, 2010, filed with the SEC March 15, 2010.
The company assumes no obligation to update or revise any forward-looking information.
About Hillenbrand, Inc.
Hillenbrand,
Inc. (www.HillenbrandInc.com) is a diversified enterprise with multiple subsidiaries
focused around two separate operating businesses. Batesville Casket
(www.batesville.com) is a
leader in the North American death care industry through the sale of funeral services products,
including burial caskets, cremation caskets, containers and urns, selection room display fixturing,
and other personalization and memorialization products. K-Tron International
(www.ktroninternational.com) is a recognized leader in the design, production, marketing and
servicing of material handling equipment and systems. The company serves many different industrial
markets through two product lines. The Process Group focuses primarily on feeding and pneumatic
conveying equipment, doing business under two main brands: K-Tron Feeders and K-Tron Premier. The
Size Reduction Group concentrates on size reduction equipment, conveying systems and screening
equipment, operating under three brands: Pennsylvania Crusher, Gundlach and Jeffrey Rader.
HI-INC-F
###