Item 2.01. Completion of Acquisition or Disposition of Assets.
On
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
At the Effective Time, each then-outstanding option to purchase shares of
Milacron Stock (an "Option") with a per share exercise price that was less than
the Merger Consideration Value (as defined below), whether or not exercisable or
vested, was canceled in exchange for the right to receive the Merger
Consideration (including cash in lieu of any fractional shares, dividends or
other distributions payable pursuant to the Merger Agreement) in respect of each
"net share" subject to such Option. With respect to each Option, a "net share"
is the quotient obtained by dividing (x) the product of (i) the number of shares
subject to such Option as of immediately prior to the Effective Time and
(ii) the excess of the Merger Consideration Value over the per share exercise
price of such Option as of immediately prior to the Effective Time, by (y) the
Merger Consideration Value. Each then-outstanding Option with a per share
exercise price that was greater than or equal to the Merger Consideration Value,
whether or not exercisable or vested, was canceled for no consideration. For
purposes of the Merger Agreement, "Merger Consideration Value" means the sum of
(x) the Cash Consideration and (y) the product obtained by multiplying the Stock
Consideration by the volume weighted average trading price of Hillenbrand Common
Stock on the
At the Effective Time, each then-outstanding share of Milacron Stock granted subject to vesting or other lapse restrictions (each, a "Milacron Restricted Share") vested in full, became free of such restrictions and was canceled and converted into the right to receive the Merger Consideration (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the Merger Agreement).
At the Effective Time, each then-outstanding award of restricted stock units with respect to shares of Milacron Stock for which vesting was determined solely based on the satisfaction of time-based criteria (each, a "Milacron RSU"), whether vested or unvested, was canceled in exchange for the right to receive the Merger Consideration (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the Merger Agreement) in respect of each share of Milacron Stock subject to such Milacron RSU, provided, however, that certain cash-settled Milacron RSUs, whether vested or unvested, were canceled in exchange for the right to receive an amount in cash equal to (A) the Merger Consideration Value multiplied by (B) the number of shares of Milacron Stock subject to such Milacron RSU as of immediately prior to the Effective Time.
At the Effective Time, each then-outstanding award of restricted stock units with respect to shares of Milacron Stock for which vesting was determined in whole or in part based on the satisfaction of performance-based criteria (each, a "Milacron PSU"), whether vested or unvested, was canceled in exchange for the right to receive the Merger Consideration (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the Merger Agreement) in respect of each share of Milacron Stock subject to such Milacron PSU, assuming that such performance-based criteria were satisfied at the applicable target level of performance.
At the Effective Time, each then-outstanding award of stock appreciation rights (each, a "Milacron SAR") with a per share strike price that was less than the Merger Consideration Value, whether or not exercisable or vested, was canceled and converted into the right to receive an amount in cash equal to (x) the excess of the Merger Consideration Value over the per share strike price of such Milacron SAR as of immediately prior to the Effective Time multiplied by (y) the number of shares of Milacron Stock subject to such Milacron SAR as of immediately prior to the Effective Time. Each then-outstanding Milacron SAR with a per share strike price that was greater than or equal to the Merger Consideration Value, whether or not exercisable or vested, was canceled for no consideration.
The total aggregate consideration payable in the Merger was approximately
The issuance of shares of Hillenbrand Common Stock in connection with the Merger
was registered under the Securities Act of 1933, as amended, pursuant to a
registration statement on Form S-4 (File No. 333-233699) filed by Hillenbrand
with the
The foregoing description does not purport to be complete and is qualified in its entirety by reference to (i) the other items of this Current Report on Form 8-K, (ii) the Proxy Statement/Prospectus and (iii) the Merger Agreement, included as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On
A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated by reference herein and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing by Hillenbrand under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The financial statements of Milacron required by Item 9.01(a) to this Current
Report on Form 8-K are incorporated herein by reference to (i) Milacron's
audited consolidated balance sheets as of and for the years ended
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) to this Current
Report on Form 8-K is incorporated herein by reference to the unaudited pro
forma condensed combined balance sheet as of
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofJuly 12, 2019 , amongHillenbrand, Inc. ,Bengal Delaware Holding Corporation and Milacron Holdings Corp. (incorporated by reference to the Current Report on Form 8-K filed by Hillenbrand with theSEC onJuly 16, 2019 ) 1 23.1 Consent ofErnst & Young LLP , independent registered public accounting firm of Milacron 99.1 Press Release of Hillenbrand, datedNovember 21, 2019 99.2 Audited Consolidated Balance Sheets of Milacron as ofDecember 31, 2018 and 2017 and the Audited Consolidated Statements of Operations, Comprehensive Income (Loss), Shareholders' Equity and Cash Flows of Milacron for the years endedDecember 31, 2018 , 2017 and 2016 (incorporated by reference to Milacron's Current Report on Form 8-K filed by Milacron with theSEC onSeptember 6, 2019 ) 99.3 Unaudited Condensed Consolidated Financial Statements of Milacron as ofSeptember 30, 2019 (incorporated by reference to Milacron's Quarterly Report on Form 10-Q for the quarter endedSeptember 30, 2019 filed by Milacron with theSEC onNovember 12, 2019 ) 99.4 Unaudited Pro Forma Condensed Combined Balance Sheet as ofJune 30, 2019 , and the Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months endedJune 30, 2019 and the year endedSeptember 30, 2018 (in each case incorporated by reference to Amendment No. 1 to Hillenbrand's Registration Statement on Form S-4 (Registration No. 333-233699 ) filed by Hillenbrand with theSEC onOctober 11, 2019 ) 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
1 Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. Hillenbrand hereby undertakes to furnish supplementally copies
of any of the omitted schedules and exhibits upon request by the
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