Quarterly report pursuant to Section 13 or 15(d)

Business Acquisitions

Business Acquisitions
9 Months Ended
Jun. 30, 2014
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 Coperion’s product offerings with those of our other Process Equipment Group companies to provide a more complete system solution is an important part of our integration.  In addition, we believe leveraging Coperion’s global infrastructure will enable all businesses within our Process Equipment Group to enter new global markets more quickly.  We also expect the Process Equipment Group’s 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 continue 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 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 increase current liabilities ($1.3) and noncontrolling interests ($1.7).  In the second quarter of 2014, an immaterial $1.3 correction was made to the first quarter pension adjustment to decrease deferred income taxes resulting in total purchase accounting adjustments that increased goodwill by $6.0 in 2014.  These adjustments are reflected in the table above.


Set forth below is unaudited pro forma information for the nine months ended June 30, 2013.  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.




Nine Months
Ended June 30,


Pro forma net revenue





Pro forma net income(1)





Pro forma basic earnings per share





Pro forma diluted earnings per share







(1)     Pro forma net income attributable to Hillenbrand


We incurred $13.5 of net business acquisition costs associated with the acquisition during the nine months ended June 30, 2013.  These costs consisted of $13.4 of operating expenses and $1.1 of interest expense, partially offset by $1.0 of other income.