Hillenbrand, Inc. (NYSE:HI) agreed to acquire Milacron Holdings Corp. (NYSE:MCRN) for $1.3 billion on July 11, 2019. Hillenbrand, Inc. entered into a definitive agreement to acquire Milacron Holdings Corp. on July 12, 2019. Under the terms of the agreement, Milacron stockholders will receive $11.80 in cash and a fixed exchange ratio of 0.1612 shares of Hillenbrand common stock for each share of Milacron common stock they own. As part of transaction, each security including options, restricted stock units shall be cancelled and will have the right to receive the merger consideration. As part of the consideration, Hillenbrand is assuming a net debt of $686 million as of March 31, 2019 and expects to refinance Milacron's outstanding debt at close. Upon closing, Hillenbrand shareholders will own approximately 84% of the combined company, and Milacron stockholders will own approximately 16%. Hillenbrand intends to fund the cash portion of the transaction through debt financing and has secured a committed bridge financing facility led by J.P. Morgan in amount of $1.1 billion. Hillenbrand expects to permanently finance the cash portion of the transaction, pay off Milacron's outstanding debt totaling approximately $833 million, upon completion of the merger and pay fees, costs and expenses associated with the transaction with available cash, as well as, subject to market conditions, approximately $500 million of new term loan debt, approximately $600 million of senior notes and approximately $634.9 million of borrowings under Hillenbrand's revolving credit facility. As of September 16, 2019, Hillenbrand announced the launch of its public offering of $375 million aggregate principal amount intends to use the net proceeds from this offering as well as available cash, borrowings under its Third Amended and Restated Credit Agreement, including the revolving credit facility, and other potential additional sources of funding, to finance the cash consideration portion of the proposed acquisition of Milacron Holdings. Upon termination, a fee of $45 million will be payable by Milacron to Hillenbrand. Subject to certain exceptions and limitations, either party may terminate the merger agreement if the merger is not consummated by the date that is 270 days following July 12, 2019, subject to a 90-day extension under certain circumstances.

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.

Hillenbrand, Inc. (NYSE:HI) completed the acquisition of Milacron Holdings Corp. (NYSE:MCRN) on November 21, 2019. All closing conditions have been satisfied. With the completion of this transaction, Milacron stock has ceased trading and is no longer listed on the New York Stock Exchange. Mac Jones as President, Milacron Injection Molding & Extrusion, and Ling An-Heid as President, Mold-Masters will join the Hillenbrand Executive Management Team. In connection with the merger, each of Ira Boots, Timothy M. Crow, Waters S. Davis, James F. Gentilcore, Gregory J. Gluchowski, Thomas J. Goeke, James M. Kratochvil, David W. Reeder and Rebecca L. Steinfort resigned from the board of directors of Milacron. Thomas J. Goeke, Bruce Chalmers, Mark Miller and Hugh O'Donnell resigned as executive officers of Milacron. Joe A. Raver, Kristina A. Cerniglia, Nicholas R. Farrell and Glennis A. Williams became the directors of Milacron. Joe A. Raver is appointed as President and Chairman and Kristina A. Cerniglia as Vice President and Treasurer. Andrew Kitzmiller Vice President – Finance & Corporate Controller at Milacron Holdings Corp joined as Vice President, Chief Accounting Officer and Controller of Hillenbrand. Timothy C. Ryan resigned from the position of Vice President, Chief Accounting Officer and Controller of Hillenbrand, Inc.