| Proposed Maximum Aggregate Value of Transaction | Fee rate | Amount of filing fee | ||
| | 1 | $ | | $ |
| Fees Previously Paid | $0.00 | $0.00 | ||
| Total Transaction Valuation | $ | |||
| Total Fees Due for Filing | $ | |||
| Total Fees Previously Paid | $ | |||
| Total Fee Offsets | $ | |||
| Net Fee Due | $ |
| (1) | (i) Title of each class of securities to
which the transaction applies: Common Stock, without par value, of Hillenbrand,
Inc. (“Common Stock”). (ii) The aggregate number of shares of Common Stock
to which the transaction applies is estimated to be 72,853,738, consisting of 70,504,011
shares of Common Stock issued and outstanding as of November 12, 2025 (the
“Outstanding Share Number”), 155,361 shares of Common Stock subject to issuance
upon exercise of stock options outstanding as of November 12, 2025, the per-share
exercise price of which is less than $32.00 (the “In-the-Money Option Share
Number,” and such stock options, the “In-the-Money Stock Options”), 1,178,526
shares of Common Stock subject to issuance upon settlement of outstanding
performance-based restricted stock units (assuming the maximum level of
performance) (the “PRSU Share Number”) and 1,015,840 shares of Common Stock
subject to issuance upon settlement of other outstanding restricted stock units
(the “RSU Share Number”). (iii) The transaction valuation is calculated as
the sum of (a) the Outstanding Share Number multiplied by the merger
consideration of $32.00 per share of Common Stock (the “Per Share
Amount”), (b) the In-the-Money Option Share Number multiplied by $0.29
(which is equal to the excess of the Merger Consideration over the per-share
weighted-average exercise price of the In-the-Money Stock Options),
(c) the Merger Consideration multiplied by the PRSU Share Number and
(d) the Merger Consideration multiplied by the RSU Share Number. The
transaction consideration consists entirely of cash. Accordingly, pursuant to
Section 14(g) of the Securities Exchange Act of 1934 (the “Exchange Act”)
and Rule 0-11(c)(1) thereunder, the amount of the filing fee is determined
as the product of the total transaction valuation and the fee rate. |