Following
the completion of the transaction, expected to occur at the end of March 2010,
K-Tron will operate as a wholly owned subsidiary of Hillenbrand. Kevin C. Bowen,
who will be president of K-Tron’s Process Group, and Donald W. Melchiorre, who
will be president of K-Tron’s Size Reduction Group, will continue to manage
their respective businesses and report directly to Kenneth A. Camp,
Hillenbrand’s president and chief executive officer. Lukas Guenthardt, senior
vice president of K-Tron corporate development, will also report to Camp. Robert
E. Wisniewski, chief financial officer of K-Tron, will report to Cynthia L.
Lucchese, Hillenbrand’s chief financial officer. Edward B. Cloues II, K-Tron’s
chairman and chief executive officer, will be appointed to the Hillenbrand board
when the merger is completed. K-Tron’s headquarters will remain in Pitman, New
Jersey.
“We
are delighted that K-Tron will be joining the Hillenbrand family of companies,”
said Camp. “Although K-Tron’s products differ from ours, we are both
manufacturing companies that share similar processes and core operational
values. Like our Batesville Casket business, the K-Tron operating companies are
leaders in their industries and have highly effective executive management
teams. K-Tron has a strong track record of delivering superior financial
performance and creating significant shareholder value.”
“Hillenbrand
and Batesville Casket represent a long tradition of manufacturing and
distribution excellence, and K-Tron’s board and management team are excited to
combine our own high-performing people, products and services with
Hillenbrand’s,” said Cloues. “We’re looking forward to taking advantage of
Hillenbrand’s lean business strengths in planning, processes and talent
development to help create even more opportunities for growth and financial
success.”
Financing
and Structure
Under
the terms of the definitive merger agreement, a subsidiary of Hillenbrand will
merge with and into K-Tron, with the shareholders of K-Tron receiving $150 per
share in cash for their common stock. The closing of the merger is subject to
customary terms and conditions, including shareholder approval and the
expiration or termination of the waiting period required under the
Hart-Scott-Rodino Antitrust Improvements Act.
Hillenbrand
expects to use cash on hand and proceeds from debt financing to fund the
acquisition. The transaction is expected to be accretive to Hillenbrand’s
earnings per share in 2010, net of acquisition costs.
P&M
Corporate Finance LLC is serving as financial advisor to Hillenbrand, and
Goldman, Sachs & Co. is serving as financial advisor to K-Tron. Skadden,
Arps, Slate, Meagher & Flom LLP and Baker & Daniels LLP are serving as
legal advisors to Hillenbrand, and Morgan, Lewis & Bockius LLP is serving as
legal advisor to K-Tron.
Conference
Call and Webcast
Hillenbrand
will sponsor a conference call and webcast for the investing public at 11 a.m.
ET Monday, January 11, 2010. During the event, management will discuss the
acquisition of K-Tron. The webcast will be available at http://ir.hillenbrandinc.com
and will be archived on the company’s Web site through January 11, 2011, for
those unable to listen to the live webcast.
Participants
may listen to the conference call by dialing 1-877-741-4240 (1-719-325-4790 for
international callers). A replay of the call will be available through midnight
Tuesday, January 26, 2010, at 1-888-203-1112 (1-719-457-0820 for international
callers). Please use the confirmation code 4622656.
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 Hillenbrand’s future results and the
expected timing of the closing of the transaction. 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 Hillenbrand’ and K-Tron’s expectations and
projections.
Words
that could indicate we’re 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
isn’t 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.
Here’s 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 actual results to
differ materially from those described in the forward-looking statements. These
factors include, but are not limited to: the occurrence of any event, change or
other circumstance that could result in the termination of the merger agreement;
the outcome of any legal proceedings that may be instituted against Hillenbrand,
K-Tron and others following announcement of the merger; the inability to satisfy
the conditions to complete the merger (or to complete the merger on a timely
basis), including obtaining the required approval of K-Tron’s shareholders,
consummating Hillenbrand’s financing, the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
receipt of any other regulatory approvals, if required; risks that the proposed
transaction disrupts current operations or poses potential difficulties in
employee retention or otherwise affects financial or operating results as a
result of the merger; the ability to recognize the benefits of the merger,
including potential synergies and cost savings or the failure of the combined
company to achieve its plans and objectives generally; the increased leverage as
a result of the transaction; legislative, regulatory and economic developments;
and other factors described in filings by both companies with the SEC.
Additional factors that could cause actual results to differ materially from
those described in the forward-looking statements include those detailed from
time to time in Hillenbrand’s and K-Tron’s publicly filed documents, including
their most recently filed annual reports on Form 10-K. Hillenbrand and K-Tron can give no
assurance that any of the transactions related to the merger will be completed
or that the conditions to the merger will be satisfied. Neither
Hillenbrand nor K-Tron undertakes to update or revise (and neither assumes any
obligation to update or revise) any forward-looking statements as a result of
new information or future events or developments.
Additional
Information About the Merger
This
communication may be deemed to be a solicitation of proxies in respect of the
proposed acquisition of K-Tron by Hillenbrand. In connection with the proposed
acquisition, K-Tron will file a proxy statement with the SEC and intends to file
other relevant materials with the SEC as well. Investors and security holders of
K-Tron are urged to read the proxy statement and other relevant materials
filed with the SEC when
they become available because they will contain important information
about the proposed
acquisition and related
matters. The final proxy statement will be mailed to K-Tron shareholders.
Investors and shareholders may obtain a free copy of the proxy statement when it
becomes available, and other documents filed by K-Tron with the SEC, at the
SEC’s Web site, www.sec.gov.
These documents (when they are available) can also be obtained by investors and
shareholders free of charge from K-Tron upon written request to K-Tron
International, Inc.; Attention: Investor Relations; Routes 55 and 553; P.O. Box
888; Pitman, New Jersey 08071, or by calling 856-589-0500.
This
communication is not a solicitation of a proxy from any security holder of
K-Tron; however, Hillenbrand, K-Tron and certain of their respective directors
and executive officers, under SEC rules, may be deemed to be participants in the
solicitation of proxies from shareholders of K-Tron in connection with the
proposed merger. Information about Hillenbrand’s directors and executive
officers may be found in its 2009 Annual Report on Form 10-K filed with the SEC
on November 24, 2009, and definitive proxy statement relating to its 2010 Annual
Meeting of Shareholders filed with the SEC on January 5, 2010. Information about
K-Tron’s directors and executive offers may be found in its 2008 Annual Report
on Form 10-K filed with the SEC on March 13, 2009, and definitive proxy
statement relating to its 2009 Annual Meeting of Shareholders filed with the SEC
on April 6, 2009. Additional information regarding the interests of such
potential participants in the solicitation of proxies in connection with the
merger will be included in the proxy statement and the other relevant materials
filed with the SEC when they become available.
About
Hillenbrand, Inc.
Hillenbrand,
Inc. (www.HillenbrandInc.com)
is the holding company for Batesville Casket Company, 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.
About
K-Tron International, Inc.
K-Tron
(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 separate business 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
CONTACTS
Investor
Relations for Hillenbrand, Inc.
Mark
R. Lanning, Vice President of Investor Relations and Treasurer
Phone:
812-934-7256
E-mail:
mrlanning@hillenbrand.com
Investor
Relations for K-Tron International, Inc.
Robert
E. Wisniewski, Senior Vice President, Chief Financial Officer and
Treasurer
Phone:
856-589-0500
E-mail:
rwisniewski@ktron.com
###
