Hillenbrand, Inc. (NYSE:HI) agreed to acquire Milacron Holdings Corp. for $1.3 billion.
The transaction is subject to customary closing conditions, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and regulatory approvals from authorities in Austria, Germany, Poland, Canada, and China, effectiveness of the registration statement on Hillenbrand's Form S-4, authorization for listing on the NYSE of the Hillenbrand common stock, and the approval of stockholders of Milacron. The registration statement includes a prospectus of Hillenbrand and proxy statement of Milacron dated as of October 18, 2019 and filed with the SEC on October 18, 2019. The shares of Hillenbrand issuable in connection with the merger shall have been authorized for listing on the NYSE, subject to official notice of issuance. As on July 11, 2019, the transaction was approved by the Boards of Directors of both companies. Milacron Holdings Corp. Board has unanimously approved the transaction and recommends the shareholder to vote for the transaction. As on August 26, 2019, waiting period under the HSR Act expired. The transaction is expected to close in the first calendar quarter of 2020. As of October 11, 2019, transaction is expected to close by the end of 2019. On November 20, 2019, the transaction was approved by shareholders of Milacron Holdings Corp. As of November 20, 2019, Milacron and Hillenbrand anticipate that the transaction will close on November 21, 2019. The transaction is expected to deliver double-digit Adjusted EPS accretion in the first year following close and will immediately improve Adjusted EBITDA margin. J.P. Morgan Securities LLC is serving as the exclusive financial advisor and Charles Mulaney, Jr., Richard Witzel, Jr., Lynn McGovern, Regina Olshan, Steven Matays and Charles Smith of Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors to Hillenbrand. Barclays Capital Inc. and Houlihan Lokey Capital acted as financial advisors while David M. Blittner and Paul S. Scrivano of Ropes and Gray LLP acted as legal advisors to Milacron. Barclays Capital provided fairness opinion to Milacron. Milacron paid Barclays a fee of $3 million upon the delivery of Barclays' opinion. Additional compensation will be payable on completion of the merger in an amount equal to 1.15% of the consideration involved in the merger minus $0.5 million, against which the amount paid for the opinion fee will be credited. Derrick Lott, John A. Marzull of Shearman & Sterling LLP acted as legal advisors to Barclays Capital Inc. Innisfree M&A Incorporated acted as an information agent for Milacron Holdings Corp. Computershare Trust Company, NA acted as a transfer agent to Milacron Holdings.