UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule 14A-101)
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. __)
Filed
by the Registrant £
Filed
by a Party other than the Registrant S
Check
appropriate box:
£
|
Preliminary
Proxy Statement
|
£
|
Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
£
|
Definitive
Proxy Statement
|
£
|
Definitive
Additional Materials
|
S
|
Soliciting
Material under Rule 14a-12
|
K-TRON
INTERNATIONAL, INC.
|
(Name
of Registrant as Specified in Its Charter)
|
|
HILLENBRAND,
INC.
|
(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
|
Payment
of filing fee (Check the appropriate box):
S
|
No
fee required.
|
£
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
|
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
|
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
|
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
|
|
|
(5)
|
Total
fee paid:
|
|
|
|
£
|
Fee
paid previously with preliminary materials:
|
|
|
|
£
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
|
|
|
|
|
(1)
|
Amount
Previously Paid:
|
|
|
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
|
|
|
(3)
|
Filing
Party:
|
|
|
|
|
(4)
|
Date
Filed:
|
Filed
by Hillenbrand, Inc.
Pursuant
to Rule 14a-12
of
the Securities Exchange Act of 1934
Subject
Company: K-Tron International, Inc.
Commission
File No: 000-09576
The
following is the transcript of a conference call with analysts
and investors held by Hillenbrand, Inc. on January 11, 2010:
|
FINAL
TRANSCRIPT
|
Thomson
StreetEventsSM
|
HI
– HILLIBRAND INC to Acquire K-Tron International
Event
Date/Time: Jan. 11. 2010 / 4:00PM GMT
|
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
|
F
I N A L T R A N S C R I P T
|
Jan.
11. 2010 / 4:00PM, HI – HILLENBRAND INC to Acquire K-Tron
International
|
C O R
P O R A T E P A R T I C I P A N T S
Mark
Lanning
Hillenbrand,
Inc. - VP of Treasury, IR and Communications
Ken
Camp
Hillenbrand,
Inc. - President, CEO and Director
Cindy
Lucchese
Hillenbrand,
Inc. - SVP and CFO
C O N
F E R E N C E C A L L P A R T I C I P A N T S
Clint
Fendley
Davenport
& Company - Analyst
Steve
O'Neil
Hilliard
Lyons - Analyst
Jamie
Clement
Sidoti
& Company - Analyst
Judy
Delgado
Alpine
Associates - Analyst
Zahid
Siddique
Gabelli
& Company - Analyst
P R E
S E N T A T I O N
Operator
Good
morning, everyone, and welcome to the Hillenbrand conference call and
webcast. Today's conference is being recorded and will be available
for replay through midnight Eastern time Tuesday, January 26, 2010, domestically
at 888-203-1112, and internationally at 719-457-0820. For the replay,
callers will need to use the confirmation code 4622656.
If
you're unable to listen to or view the slides on the live webcast, they will be
archived at www.hillenbrandinc.com through January 11, 2011. If you
ask a question today, it will be included in any future use of this
recording. Also note that any recordings, transcripts or other
transmission of the text, slides, or audio is not permitted without
Hillenbrand's written consent.
Now at
this time, it's my pleasure to turn the conference over to Mr. Mark Lanning,
Treasurer and Vice President of Investor Relations. Mr. Lanning,
please go ahead.
Mark Lanning - Hillenbrand, Inc. - VP of
Treasury, IR and Communications
Thank
you, Robby, and good morning, everyone. Welcome to the special
announcement conference call. With me today are Hillenbrand President
and Chief Executive Officer, Ken Camp, and Hillenbrand Chief Financial Officer,
Cindy Lucchese.
During
the course of today's conference call and the question-and-answer session that
follows, we may make projections or other forward-looking statements that are
subject to the Safe Harbor provisions of the securities laws regarding future
events or the financial performance of the Company. We caution you
that these statements are only our view of the future and that actual results
may differ materially.
We
also alert you to the risks described in the documents we file with the
Securities and Exchange Commission, such as our annual and quarterly reports on
Forms 10-K and 10-Q. We do not undertake any obligation to update or
correct any
|
1
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
|
F
I N A L T R A N S C R I P T
|
Jan.
11. 2010 / 4:00PM, HI – HILLENBRAND INC to Acquire K-Tron
International
|
forward-looking
statements. In addition, this conference call is not a proxy
solicitation from any security holder of any of the companies mentioned in this
call.
Now
let me provide some information regarding our call. We have scheduled
an hour and we'll start with prepared remarks that should last approximately 20
minutes. We will then move directly to Q&A. If you
have any follow-up questions after the call has ended, please don't hesitate to
call me at 812-934-7256 or email me at mrlanning@hillenbrand.com.
Now it
is my pleasure to turn the call over to Ken Camp, Hillenbrand's President and
CEO. Ken?
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
Thank
you, Mark. Good morning, everyone, and thank you for joining us
today.
As you
read in our press release this morning, Hillenbrand has signed a definitive
agreement to acquire K-Tron International for $150 per share in
cash. This is a very exciting development for Hillenbrand and for all
our shareholders as well, so I'd like to take some time to give you a high-level
look at this acquisition, then Cindy will give you a more in-depth view of
K-Tron's financial picture and how we've structured the
transaction.
For
the past year, we've consistently talked about our two-part growth
strategy. The first part is to continue to invest in the vitality of
our core business, Batesville Casket Company. We believe there are
some additional industry growth opportunities even beyond caskets and cremation
products, and we're continuing to evaluate potential growth opportunities in
funeral service.
Our
second area of focus has been to identify ways to use our strong cash flow to
make selective acquisitions outside the death care industry. This
strategy will reduce Hillenbrand's total reliance on funeral service and provide
greater opportunities for revenue and earnings growth.
In
previous conference calls, we've described our specific criteria for acquisition
targets. These criteria were carefully designed to screen for unique
characteristics, which, when present, would increase the likelihood of
success. This process has extended the time frame it's taken to find
exactly the right acquisition opportunity. In the whole process, we
remain patient, remembering the quality of the acquisition that matters, not the
speed.
I also
recently talked to you about the added challenges of looking through the trough
of the current economy, carefully balancing the effect of the recession on
financial performance, and estimating what performance could be when the current
economic conditions improve. Through this entire process, we reviewed
more than 400 companies, most of which met some, or even many, of our
criteria.
Of
that group, we deeply evaluated some two dozen candidates which would have been
a very good fit. But one company, K-Tron International, emerged as an
excellent fit with our culture, and it was in the sweet spot of all of our
pre-established criteria. It was clearly the one, but it wasn't for
sale. However, after many months of discussions and getting to know
each other, including sharing a common vision, here we are today.
I want
you to know that K-Tron is a very successful, well-managed company with a strong
track record of delivering superior financial performance and creating
significant value for their shareholders. During the trailing 12
months ended October 3, 2009, K-Tron generated revenue of $213 million, which,
when added to Batesville's 2009 fiscal results, would yield combined pro forma
net revenue of $862 million. Because K-Tron is a publicly traded
company, you can readily learn about them on your own. However, I'd
like to give you just a brief overview of what their business is
like.
|
2
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
|
F
I N A L T R A N S C R I P T
|
Jan.
11. 2010 / 4:00PM, HI – HILLENBRAND INC to Acquire K-Tron
International
|
Both
of K-Tron's operating divisions are in the material handling equipment
business. K-Tron is highly diversified in terms of customers,
geographies, and end markets. They sell principally into nine diverse
industries with 35% of their sales coming from outside the United
States. And that diversification has been beneficial to them,
especially during the current recession where softness in one customer segment
was partially offset by increased demand in two others.
The
simplest way to think about K-Tron is to take a quick look at their two business
groups. The Process Group is a global leader in the engineering and
manufacture of pneumatic conveyance and feeder equipment used primarily in dry
process manufacturing. This group markets its products under two
well-respected brands -- K-Tron Feeders and K-Tron Premiere. The
largest end market served by the Process Group is the plastics compounding and
base resin industry, and significant sales also come from food processing and
chemicals, and much of the remainder from the pharmaceutical
industry.
The
Size Reduction Group has three brands, each with industry-leading
positions. Those brands are Pennsylvania Crusher, Jeffrey Rader, and
Gundlach. This group produces and sells equipment that reduces
various solid materials to a smaller size for use in a variety of
processes. These companies have a large base of installed equipment
and they generate strong, predictable recurring revenue from the sale of
consumable parts.
This
group sells primarily to several large industries -- power generation, mining,
fertilizer, pulp paper and forest products, and the growing biomass
industry. By leveraging our substantial lean business strengths in
planning, processes and talent development, we believe we'll be able to help the
K-Tron businesses further realize their already-substantial profit
potential.
We
fully expect that K-Tron will bring to us some unique core competencies and we
look forward to learning from them, as Batesville Casket seeks to further
enhance its growth and profit potential.
As you
take time to explore K-Tron's record more thoroughly, you'll see that this is a
company with a history of revenue growth, about half of which has been organic
and half has come through acquisitions. Their gross profit margins
exceed 40%, in line with the margins generated by Batesville Casket Company, and
their EBITDA margins currently average around 18%, a bit below Batesville's
historical results of approximately 28%.
Both
of K-Tron's business lines offer a number of exciting pathways for additional
organic revenue growth, both in existing markets and in potential new markets
and geographies. The Size Reduction Group is well-positioned to
capitalize on growth in the biomass industry and in material handling for the
expanding power generation industry, especially in China and
India. There also is strong demand being driven by the minerals
mining industry in Canada, which will work well with the Size Reduction
Group.
The
Process Group expects to benefit from a trend in the pharmaceuticals industry
that is moving from batch to continuous flow processing. In addition,
its premier division is expanding into Europe, Asia and the Middle East, and
there is a general growth trend for the Process Group's products in
China.
The
Process Group's unique ability to offer an integrated system of conveyors and
feeders will provide us with yet another avenue for growth among their existing
customer segments. Most competitors offer one or the other product
or, rarely, both. Many customers find it much more effective to have
an integrated process system, especially when both elements are provided by a
company with such a stellar reputation for quality and service.
One of
the things that attracted us to K-Tron is their high-quality, experienced
management team. The K-Tron leaders have proven that they can
generate profitable growth, and do so with impeccable integrity and a deep
respect for the associates they lead. And we are looking forward to
their further contributions and continuing leadership roles at K-Tron, and soon,
as part of the Hillenbrand management team. At future investment
meetings, you will get to meet this very talented group of people.
Now
let me tell you just a little bit about the size and scope of the K-Tron
operations.
|
3
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
|
F
I N A L T R A N S C R I P T
|
Jan.
11. 2010 / 4:00PM, HI – HILLENBRAND INC to Acquire K-Tron
International
|
They're
a global organization with more than 650 employees and seven manufacturing
facilities. Five plants are in the US; one is in Switzerland; and
there's a smaller operation in Wuxi, China. These operations support
a diverse customer base in a variety of industries around the
world.
Finally,
I want to make it clear that K-Tron will operate as a wholly-owned subsidiary of
Hillenbrand, just as Batesville Casket does. The Process Group and
the Size Reduction Group will continue to operate independently and will not be
integrated with Batesville Casket Company.
Now
I'm sure someone will want to know what synergies we're getting as a result of
this. My experience has been that synergy is an animal like the
unicorn -- it's often talked about but it's rarely seen. And while we
expect to gain some early efficiencies by eliminating duplicate public company
costs, the really significant opportunities to increase margins will come from
the patient and methodical multi-year applications of our lean business
processes in the K-Tron companies.
Now
I'll let Cindy describe the financial picture. Cindy?
Cindy Lucchese - Hillenbrand, Inc. - SVP and
CFO
Thank
you, Ken. Historically, K-Tron has posted steadily increasing revenue
and profit. In 2008, their last reported full-year results, revenue
was up more than 20% over the prior year and EBITDA increased by more than
18%. However, K-Tron began to feel the effects of the recession in
2009.
While
full-year results have not yet been reported, looking at their results in the
last 12 months ended October 3, 2009, revenue declined nearly 10% and EBITDA
declined 11%. It's important to note that despite the revenue
decline, K-Tron was able to maintain their 40 plus percent gross profit margin
- -- evidence of their ability to manage through the trough, as well as the
strength of their product and brand position.
From a
revenue perspective, K-Tron has achieved a total compound annual growth rate of
an impressive 21% over the last five years, half of which has come from organic
growth.
As Ken
alluded to, K-Tron also has a healthy balance sheet and strong cash position
that, when combined with a significant financial resource of its Hillenbrand,
will allow us to continue to pursue profitable growth
opportunities. Free cash flow historically has been robust, even
during the recession impacted last 12 months ending October 3,
2009.
We
look for the transaction to be immediately accretive to net income, excluding
the effects of the anticipated one-time acquisition and transition costs, and
one-time accounting charges. We expect the accretive effect of this
acquisition to increase over the next few years. We'll give you
further information about this after the acquisition is final.
To
complete the acquisition, K-Tron will merge with a wholly owned subsidiary of
Hillenbrand, and K-Tron shareholders will receive $150 in cash per share for all
$2.9 million outstanding shares of K-Tron common stock. This price
represents a 32% premium over the closing of K-Tron's stock price last Friday,
January 8, and a 38.6% premium over the 20-day average closing stock
price.
The
aggregate purchase price will be approximately $435 million, excluding
transaction and transition costs. Adjusting for the $45 million of
net cash on K-Tron's books at October 3, 2009, the estimated net purchase price
of the deal is approximately $390 million, implying a purchase price multiple of
10.3 times EBITDA. The final net purchase price will be calculated
based upon the K-Tron balance sheet at the date of close.
We
expect to close the deal at the end of March, following K-Tron's issuance of a
proxy statement and the results of a shareholder vote.
|
4
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
|
F
I N A L T R A N S C R I P T
|
Jan.
11. 2010 / 4:00PM, HI – HILLENBRAND INC to Acquire K-Tron
International
|
Hillenbrand
will use cash on hand and proceeds from debt financing to fund the
acquisition. We expect to be able to pay down the acquisition-related
debt rapidly, utilizing the strong operating cash flows that both Batesville and
K-Tron are expected to generate.
Now
I'll turn the call back over to Ken for his final
thoughts. Ken?
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
Thanks,
Cindy. We're delighted to begin the second 100 years of our Company's
history with the K-Tron businesses as part of the Hillenbrand, Inc.
family. They're an excellent organization that shares many of the
cultural and performance characteristics we value most, including a dedicated
workforce with a strong customer focus, deep industry experience, and an
ingrained sense of accountability.
Most
importantly, K-Tron will play an important role in our strategy to build a
strong, diversified enterprise with multiple business platforms. This
acquisition will allow us to pursue new avenues of profitable growth in
expanding markets.
This
is a very exciting day for all of us at Hillenbrand and at K-Tron, one we've
been working toward for more than a year. Thanks again for joining us
on the call today, and now Cindy, Mark and I will be glad to take
questions. Robby?
Q U E
S T I O N S A N D A N S W E R S
Operator
(Operator
Instructions). Clint Fendley, Davenport.
Clint Fendley - Davenport & Company -
Analyst
I
wondered if we could begin -- Ken, you remarked at the beginning about the fact
that they were in the sweet spot of your established criteria. Can
you maybe touch briefly on what those criteria were again? And also just why
they have decided to agree to this transaction currently.
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
Well,
the first thing -- and it was actually the initial screen, whenever we looked at
a company, was cultural. We've done a bit of study on why
acquisitions succeed and why they fail. One of the big places where
acquiring companies get in trouble is a very different culture, and one culture
tries to change the other. I've heard someone say once that culture
eats strategy for lunch. So that was the primary thing.
And
once a company pass that screen, then we looked at a number of other things --
growth opportunity is one of the criteria; the elements that comprise the
business -- we wanted a manufacturing company rather than, say, be an
information services and so on. We were interested -- another
criteria was the ability to generate cash. We were not looking for
any business that required massive cash infusions to keep it running or have a
Capex requirement that would stretch out the time where the entire thing paid
off.
I
could run you through a number of these things, but you know what might be the
best is to take a look at our website. We still have those criteria
posted there and they've been unchanged for a couple of years.
|
5
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
|
F
I N A L T R A N S C R I P T
|
Jan.
11. 2010 / 4:00PM, HI – HILLENBRAND INC to Acquire K-Tron
International
|
The
final point I'd make, however, was we also wanted a business that had a very
good brand or brands in their industry, were highly respected in the industry
which they competed, and that did not -- didn't need something that we were
unable to bring.
Clint Fendley - Davenport & Company -
Analyst
And I
guess on the final question, I mean, why would they want to sell
now?
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
Well,
at first they didn't. And quite frankly, they've grown this company
very, very nicely. And it's, as I said, an exceptional management
team. And -- but in the process of that growth, I believe, as they
looked at their company, they realized that to go to the next level, they were
going to have to do some things that would have taken some investments for them
to do, but that we might be able to do much more effectively.
One of
those things is as they've made some smaller acquisitions, their information
systems and their controls, for example, would have had to be beefed up to the
next level for them to go further. The company runs fine now; it runs
in control, but that would have been one of the next major
investments.
The
other part is, they see a number of growth opportunities and they've
historically done that by borrowing to buy small businesses and then very
quickly paying that off. The resources that we brought enable them to
exercise that strategy in a more controlled and perhaps timely
manner.
The
final thing is they began to recognize what we can bring to the party in terms
of our continuous improvement and lean business capabilities as a way to really
help them improve margins, do things better, faster, cheaper.
Clint Fendley - Davenport & Company -
Analyst
And
when can that began?
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
Well,
it will begin reasonably soon. I have sensed in their management team
a real desire to begin learning this. But I want to stress to
everyone, that's not the typical let's just go in and close something; that
takes time to do. That's why I really think investors should think
about as beginning soon but it's multi-year for people to learn how to do
this.
Lean
business is not something that works well if somebody does it to you; it's
something you have to learn to do yourself.
Clint Fendley - Davenport & Company -
Analyst
And
Ken, I saw on the slides that the majority of their facilities are in the US, it
would appear. I know you guys have typically done global sourcing
studies periodically. Do you know when the last time that they
performed one was?
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
I
don't.
|
6
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
|
F
I N A L T R A N S C R I P T
|
Jan.
11. 2010 / 4:00PM, HI – HILLENBRAND INC to Acquire K-Tron
International
|
Clint Fendley - Davenport & Company -
Analyst
Okay,
great. Thank you all.
Steve
O'Neil, Hilliard Lyons.
Steve O'Neil - Hilliard Lyons -
Analyst
Just a
few kind of housekeeping questions. And I am sort of familiar with
K-Tron from working at a plant many, many years ago.
Their
plastics compounding business -- if I'm understanding you correctly, their
business involves precise conveying of both the plastic and also, I guess, the
additives going into the plastic when it's compounded, is that
correct?
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
Yes,
that's part of their business.
Steve O'Neil - Hilliard Lyons -
Analyst
What
type of end products -- and I was trying to remember -- what type of end
products result from that plastic compound? Do they go into the building and
automotive industries? Are there any examples you can think of, just to kind of
clarify the picture a little bit?
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
Well,
as I recall it and you've got to remember, I'm doing this call here but we
haven't spent a whole lot of time in that business, a couple of months trying to
understand it. They would feed dry processed materials into machines
that make the ultimate parts. For example, we use those same kinds of
machines in manufacturing some of our casket hardware. But it could
be a variety of interior and exterior parts that came on
automobiles. It could be a plastic element for a baby
carriage. So it's -- they have a fairly diverse industry segment that
they serve.
Steve O'Neil - Hilliard Lyons -
Analyst
I
guess a similar question in power generation -- what are they reducing in size
for the power generation facility?
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
This
is a beautiful business. Say, coal comes out of the ground in great
big chunks, think of it as kind of basketball-size as it comes out of the mine,
and they sell equipment that takes those very large, irregularly-shaped chunks
and breaks them down into -- I won't do this justice -- but kind of
softball-size pieces, so it can be shipped very economically.
Once
that coal then goes to a power generation facility, the sizing becomes very
crucial because as the power generating company wants to burn it, they want the
most energy they can get. So it needs to be a very uniform size with
a lot of surface area and not very much coal dust.
|
7
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
|
F
I N A L T R A N S C R I P T
|
Jan.
11. 2010 / 4:00PM, HI – HILLENBRAND INC to Acquire K-Tron
International
|
So,
K-Tron sells different equipment at both the mouth of the mine and at the front
of the power generation business. They do the same things in other
mining, such as fertilizer products, potash and some similar type of equipment
in biomass.
Steve O'Neil - Hilliard Lyons -
Analyst
Okay. Moving
on, do you -- in some of the information you provided about possible accretion,
what interest rate assumption have you assumed for your debt?
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
I'm
sorry, say that again.
Steve O'Neil - Hilliard Lyons -
Analyst
What
interest rate are you assuming on the debt as part of the
acquisition?
Cindy Lucchese - Hillenbrand, Inc. - SVP and
CFO
Yes,
we're -- actually what we looked at was going out, obviously, not using our
short-term facilities and thinking [of at] it going out over a number of
years. So, we used on average -- it was right around a 5% interest
rate assumption.
Steve O'Neil - Hilliard Lyons -
Analyst
Okay. And
I think you said this, Cindy, but I ran a rough calculation and came up with
about a multiple of about 10.5 times EBITDA. Is that in line with
what you were thinking?
Cindy Lucchese - Hillenbrand, Inc. - SVP and
CFO
Yes,
just a little over 10. So you take the $390 million net purchase
price, which is, as I mentioned, we won't know what that final is going to be
until we actually close the transaction. But I think that's a good
number to use for now. And using that number, it comes up just a
little bit over 10 times.
Steve O'Neil - Hilliard Lyons -
Analyst
Do you
know who some of their main competitors would be?
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
Oh,
yes, that's -- they have a number of businesses. One is a company
called [I think, Accurize]. And there are a number -- there are
different competitors in Europe than they have here. And frankly, I'm
going to be walking on some thin ice to give you a list of competitors --
although we can provide that to you if you'd like or it may well be in some of
their analyst reports.
|
8
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
|
F
I N A L T R A N S C R I P T
|
Jan.
11. 2010 / 4:00PM, HI – HILLENBRAND INC to Acquire K-Tron
International
|
Cindy Lucchese - Hillenbrand, Inc. - SVP and
CFO
Yes,
it is. And I think the interesting thing, Steve, as you look, what
you'll see is there are a number of competitors. A lot of them are
very small. A lot of them are also kind of focused in more
niche. So it's not a lot of names that you would know well; but that
was one of the things that we found very attractive about K-Tron, was the highly
fragmented nature of this business.
Steve O'Neil - Hilliard Lyons -
Analyst
Okay. That's
all I have for now. Thank you.
Jamie
Clement, Sidoti.
Jamie Clement - Sidoti & Company -
Analyst
Ken,
Cindy, if my memory serves me correctly, I think you all had -- was it about
$330 million or so available under revolver at the end of
September?
Cindy Lucchese - Hillenbrand, Inc. - SVP and
CFO
That's
correct.
Jamie Clement - Sidoti & Company -
Analyst
Okay. So,
are you all -- is your expectation that you would amend your credit
facility in some way to give Hillenbrand some flexibility after the close? Or is
there any expectation that some of your less liquid assets might be coming into
your pocket sooner rather than later?
Cindy Lucchese - Hillenbrand, Inc. - SVP and
CFO
I
think, Jamie, the way to think about it -- we're looking at the cash flows and
cash on hand we expect to generate and have available at the time of the
close. We think that, combined with our credit facility, should be
enough. However, we are prepared if we need to go out and get a
little bit extra room there, whether it be through expanding our credit facility
or doing a small long-term debt issuance of some sort or not -- we'd be prepared
to do that.
Jamie Clement - Sidoti & Company -
Analyst
Okay. But
in other words, I mean, what it sounds like is the goal over sort of the near
and intermediate term is to start paying this debt off.
Cindy Lucchese - Hillenbrand, Inc. - SVP and
CFO
Correct.
|
9
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
|
F
I N A L T R A N S C R I P T
|
Jan.
11. 2010 / 4:00PM, HI – HILLENBRAND INC to Acquire K-Tron
International
|
Jamie Clement - Sidoti & Company -
Analyst
Okay. Great. Thank
you very much for your time.
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
That's
our goal always, Jamie.
Jamie Clement - Sidoti & Company -
Analyst
Okay. Fair
enough. Fair enough.
Operator
(Operator
Instructions). Judy Delgado, Alpine Associates.
Judy Delgado - Alpine Associates -
Analyst
We can
see that this is mainly, I guess, a diversification play. And I'm
just curious on when the Company actually started this new strategic process, or
perhaps this is the very first one that we're seeing.
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
Judy,
this is Ken. We actually started as part of the strategy when we spun
from then-Hillenbrand Industries in April of 2008. And we outlined a
strategy in our early investor meetings that have been talked about it since
then -- or have been talking about it since then, and just laboring through
finding the right one. So, this is not a number five and a string of
things we went after.
Quite
frankly, our original plan was to acquire -- get at least two additional
platforms to Batesville and we thought it would come in two
transactions. Little did we know this summer that we would find a
company that was this great and had two platforms at the ready.
Judy Delgado - Alpine Associates -
Analyst
Okay. And
you mentioned in the onset of the call that K-Tron was not really up for
sale. Did you find that you were a participant in a process that they
held shortly after you've contacted them?
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
No, we
didn't. We contacted them and began to have
discussions. We had a numerous series of meetings between their CEO
and me, and it was more about understanding each other and looking at the
future. So there really wasn't a process other than us approaching
them and making an offer.
Yes. They
had their own vision. I think what really made this work is their
management saw a future for them like what we saw. And it was -- the
cultural connection was really very, very strong. We think that was
powerful and important. So we found ourselves aligned in the way we
thought and it was a matter then of just coming up with the right
price.
|
10
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
|
F
I N A L T R A N S C R I P T
|
Jan.
11. 2010 / 4:00PM, HI – HILLENBRAND INC to Acquire K-Tron
International
|
Judy Delgado - Alpine Associates -
Analyst
Okay,
great. Thank you so much.
Operator
(Operator
Instructions). Zahid Siddique, Gabelli & Company.
Zahid Siddique - Gabelli & Company -
Analyst
Just
one question on the deal. Are there any potential companies out there
that may be looking at K-Tron as well? Or were you the only company involved in
the process?
Ken Camp - Hillenbrand, Inc. - President, CEO
and Director
I'm
unaware of anyone else; but I would not have any reason to know if someone else
was looking.
Zahid Siddique - Gabelli & Company -
Analyst
Okay. Thank
you.
Operator
And
with no further questions in queue, I'd like to turn the program back over to
Mr. Mark Lanning for his concluding remarks.
Mark Lanning - Hillenbrand, Inc. - VP of
Treasury, IR and Communications
Once
again, I'd like to thank everyone for joining us on this morning's call,
especially on a Monday morning on short notice. I would like to point
out that we do have upcoming investor luncheons Thursday of this week in New
York City and Friday in Boston, that we'd love to have you folks attend if it
met with your schedule.
If
you'd like to have further discussions after today's call, please don't hesitate
to contact us. Thanks, again, and have a good day.
Operator
And
that does conclude today's conference. Thank you for your
participation. You may now disconnect.
|
11
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
D
I S C L A I M E R
|
Thomson
Reuters reserves the right to make changes to documents, content, or other
information on this web site without obligation to notify any person of
such changes.
In
the conference calls upon which Event Transcripts are based, companies may
make projections or other forward-looking statements regarding a variety
of items. Such forward-looking statements are based upon current
expectations and involve risks and uncertainties. Actual results may
differ materially from those stated in any forward-looking statement based
on a number of important factors and risks, which are more
specifically identified in the companies' most recent SEC filings.
Although the companies may indicate and believe that the assumptions
underlying the forward-looking statements are reasonable, any of the
assumptions could prove inaccurate or incorrect and, therefore, there can
be no assurance that the results contemplated in the forward-looking
statements will be realized.
THE
INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF
THE APPLICABLE COMPANY'S CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO
PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS,
OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE
CONFERENCE CALLS. IN NO WAY DOES THOMSON REUTERS OR THE APPLICABLE COMPANY
ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED
UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT
TRANSCRIPT. USERS ARE ADIVSED TO REVIEW THE APPLICABLE COMPANY'S
CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE
MAKING ANY INVESTMENT OR OTHER DECISIONS.
|
©2010,
Thomson Reuters. All Rights
Reserved.
|
THOMSON
REUTERS STREETEVENTS | www.streetevents.com | Contact Us
©2010
Thomson Reuters. All rights reserved. Republication or redistribution of
Thomson Reuters content, including by
framing
or similar means, is prohibited without the prior written consent of
Thomson Reuters. 'Thomson Reuters' and the
Thomson
Reuters logo are registered trademarks of Thomson Reuters and its
affiliated companies.
|
|
Additional
Information and Where to Find It
This
conference call transcript may be deemed to be solicitation material in respect
of the proposed acquisition of K-Tron International, Inc. (“K-Tron”) by
Hillenbrand, Inc. (“Hillenbrand”). In connection with the proposed
acquisition, K-Tron plans to file a proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS OF
K-TRON ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The final
proxy statement will be mailed to shareholders of K-Tron. Investors and security
holders 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 at
http://www.sec.gov. Free copies of the proxy statement, when it becomes
available, and K-Tron’s other filings with the SEC may also be obtained from
K-Tron by directing a request to K-Tron International, Inc., Attention: Investor
Relations, Route 55 and 553, P.O. Box 888, Pitman, N.J. 08071, or by calling
856-589-0500.
Hillenbrand,
K-Tron and their respective directors, executive officers and other members of
their management and employees may be deemed to be soliciting proxies from
K-Tron shareholders in favor of the proposed acquisition. Information regarding
Hillenbrand’s directors and executive officers is available 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 regarding K-Tron’s directors
and executive officers is available 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
will be included in the proxy statement and the other relevant documents filed
with the SEC when they become available.