Quarterly report pursuant to Section 13 or 15(d)

Business Acquisitions

Business Acquisitions
3 Months Ended
Dec. 31, 2013
Business Acquisitions  
Business Acquisitions

3.              Business Acquisitions


We completed the acquisition of Coperion on December 1, 2012, in a transaction valued at $545.0.  The aggregate purchase consideration consisted of $269.1 of cash, net of cash acquired, and the assumption of $146.0 of debt and $129.9 of pension liabilities.  We utilized $426.3 of borrowings under our revolving credit facility and cash on hand to finance the acquisition, including the repayment of $146.0 of debt outstanding under Coperion’s prior financing arrangements.


This acquisition was the largest in the Company’s history and represented an important step in the execution of our strategic plans to further diversify Hillenbrand and accelerate the growth of the Process Equipment Group.  The integration of Coperion with the Process Equipment Group will continue to be a key initiative for the near term.  Combining our product offerings to provide a more complete system solution is our highest priority from an integration perspective.  In addition, we believe leveraging Coperion’s global infrastructure will enable the existing businesses within the Process Equipment Group to enter new global markets more quickly.  We also expect the Process Equipment Group’s existing strong U.S. sales network will enhance Coperion’s expansion in North America.  Finally, the application of the Company’s Lean tools and other core competencies to Coperion’s operations is expected to contribute to improved margins and increased customer satisfaction.


The following table summarizes fair values of the assets acquired and liabilities assumed for the Coperion acquisition:




December 1,


Cash and cash equivalents









Current assets, excluding cash and cash equivalents and inventory




Property, plant, and equipment




Identifiable intangible assets








Other assets




Total assets acquired








Current liabilities




Accrued pension obligations




Deferred income taxes




Other long-term liabilities




Total liabilities assumed








Noncontrolling interests








Aggregate purchase price






Final purchase accounting adjustments were made during the first quarter of fiscal 2014 that increased goodwill ($7.3) and the accrued pension obligations ($4.3) based on finalization of the actuarial analysis for Coperion’s defined benefit plans.  In addition, adjustments were made to current liabilities ($1.3) and the noncontrolling interests ($1.7) based on final valuation adjustments.  The remaining change in consolidated goodwill during the first quarter of fiscal 2014 was related to change in foreign currency.


Set forth below is unaudited pro forma information for the first quarter of fiscal 2013.  It excludes acquisition costs ($8.2) and backlog amortization and inventory step-up costs ($6.8).  The unaudited pro forma information is presented for informational purposes only and does not necessarily reflect the results of operations that would actually have been achieved.




Three Months
December 31,






Pro forma net revenue





Pro forma net income(1)




Pro forma basic and diluted earnings per share






(1)Pro forma net income attributable to Hillenbrand


We incurred $8.2 of net business acquisition costs associated with acquisitions during the first quarter of fiscal 2013.  These costs consisted of $9.0 of operating expenses, partially offset by $0.8 of other income (see Note 12).