Milacron Stockholders Adopt Merger Agreement With Hillenbrand, Inc.
21 November 2019 - 2:30AM
Business Wire
Milacron Holdings Corp. (NYSE: MCRN) announced today that its
stockholders voted to adopt the Agreement and Plan of Merger, dated
as of July 12, 2019, among Milacron Holdings Corp. (“Milacron”),
Hillenbrand, Inc. (“Hillenbrand”) and Bengal Delaware Holding
Corporation, at a special meeting of the Milacron stockholders held
earlier today. Milacron’s stockholders also approved the proposal
to approve, on an advisory (non-binding) basis, specified
compensation payable to Milacron’s named executive officers in
connection with the merger.
The final voting results will be disclosed in a Current Report
on Form 8-K, in accordance with the rules of the U.S. Securities
and Exchange Commission.
Milacron and Hillenbrand anticipate that the transaction will
close on November 21, 2019.
About Milacron
Milacron is a global leader in the manufacture, distribution,
and service of highly engineered and customized systems within the
plastic technology and processing industry. Milacron is the only
global company with a full-line product portfolio that includes hot
runner systems, injection molding, mold components and extrusion
equipment plus a wide market range of advanced fluid technologies.
Visit Milacron at www.milacron.com
Forward-Looking Statements
This report contains statements, including statements regarding
the proposed acquisition of Milacron by Hillenbrand, that are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may include, among other things, statements relating to
future sales, earnings, cash flow, results of operations, uses of
cash, financings, share repurchases and other measures of financial
performance or potential future plans or events, strategies,
objectives, expectations, beliefs, prospects, assumptions,
projected costs or savings or transactions of Hillenbrand, Milacron
or the combined company following Hillenbrand’s proposed
acquisition of Milacron (the “Proposed Transaction”), the
anticipated benefits of the Proposed Transaction, including
estimated synergies, the expected timing of completion of the
transaction and other statements that are not strictly historical
in nature. In some cases, forward-looking statements can be
identified by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” “outlook,” “guidance” and similar expressions, although
not all forward-looking statements contain these words.
Forward-looking statements are not guarantees of future performance
or events, and actual results or events could differ materially
from those set forth in any forward-looking statement due to any
number of factors. These factors include, but are not limited to:
the impact of the 2017 Tax Cuts and Jobs Act, enacted by the U.S.
government on December 22, 2017, on Hillenbrand’s or Milacron’s
financial position, results of operations, and cash flows; the
outcome of any legal proceedings that may be instituted against
Hillenbrand, Milacron or any companies each may acquire; global
market and economic conditions, including those related to the
credit and equity markets and international trade related matters,
tariffs and other trade matters; volatility of our respective
investment portfolios; adverse foreign currency fluctuations;
involvement in claims, lawsuits and governmental proceedings
related to operations; labor disruptions; the dependence of
Hillenbrand’s business units on relationships with several large
providers; demand for our respective products being significantly
affected by general economic conditions; increased costs or
unavailability of raw materials; continued fluctuations in
mortality rates and increased cremations; competition from
nontraditional sources in the death care industry; any decline in
the use of plastic; cyclical demand for industrial capital goods;
the competitiveness of the industries in which we operate and the
financial resources of our competitors; certain tax-related
matters; changes to legislation, regulation, treaties or government
policy, including any resulting from the current political
environment; the ability of Milacron and Hillenbrand to satisfy the
conditions to the closing of the Proposed Transaction on a timely
basis or at all; the occurrence of events that may give rise to a
right of one or both of Hillenbrand and Milacron to terminate the
merger agreement; negative effects of the announcement or the
consummation of the Proposed Transaction on the market price of
Hillenbrand’s and/or Milacron’s common stock and/or on their
respective businesses, financial conditions, results of operations
and financial performance (including the ability of Milacron to
maintain relationships with its customers, suppliers and others
with whom it does business); uncertainties as to access to
available financing of the Proposed Transaction (including
financing for the Proposed Transaction) on a timely basis and on
reasonable terms; uncertainties as to the long-term value of the
common stock of Hillenbrand following the merger, including the
dilution caused by Hillenbrand’s issuance of additional shares of
its common stock in connection with the Proposed Transaction; the
impact of the additional indebtedness Hillenbrand will incur in
connection with the Proposed Transaction; risks relating to the
value of the Hillenbrand shares to be issued in the Proposed
Transaction; significant transaction costs and/or unknown
liabilities of the Proposed Transaction; the possibility that the
anticipated benefits from the Proposed Transaction cannot be
realized by Hillenbrand in full or at all or may take longer to
realize than expected; risks related to disruption of Milacron’s
management’s attention from Milacron’s ongoing business operations
due to the Proposed Transaction; risks associated with contracts
containing consent and/or other provisions that may be triggered by
the Proposed Transaction; risks associated with transaction-related
litigation; the possibility that costs or difficulties related to
the integration of Milacron’s operations with those of Hillenbrand
will be greater than expected; the ability of Milacron and the
combined company to retain and hire key personnel; the impact of
new or changes in current laws, regulatory or other industry
standards, including privacy and cybersecurity laws and
regulations; and events beyond Hillenbrand’s and Milacron’s
control, such as acts of terrorism. There can be no assurance that
the Proposed Transaction or any other transaction described above
will in fact be consummated in the manner described or at all.
Stockholders, potential investors and other readers are urged to
consider these risks and uncertainties in evaluating
forward-looking statements and are cautioned not to place undue
reliance on the forward-looking statements. For additional
information on identifying factors that may cause actual results to
vary materially from those stated in forward-looking statements,
please see Hillenbrand’s and Milacron’s reports on Forms S-4, 10-K,
10-Q and 8-K filed with or furnished to the SEC and other written
statements made by Hillenbrand and/or Milacron from time to time.
The forward-looking information herein is given as of this date
only, and neither Hillenbrand nor Milacron undertakes any
obligation to revise or update it.
MCRN-IR
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version on businesswire.com: https://www.businesswire.com/news/home/20191120005617/en/
Investor Relations Andy Kitzmiller Vice President – Finance and
Corporate Controller andrew_kitzmiller@milacron.com
Media Relations Lacy Wise Manager Corporate Communications
lacy_wise@milacron.com
Bryan Locke / Mike DeGraff / Lindsay Charles Sard Verbinnen
& Co. Phone: 312-895-4700
Milacron (NYSE:MCRN)
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