Tender Offer Connected with Previously Announced Plans to Separate
Medical Technology and Funeral Services Businesses BATESVILLE,
Ind., Feb. 29 /PRNewswire-FirstCall/ -- Hillenbrand Industries,
Inc. (NYSE:HB) (the "Company") announced today that it has
commenced a cash tender offer to purchase any and all of its
outstanding 4.50 percent Senior Notes due 2009 (CUSIP No.
431573AD6), of which $250 million in aggregate principal amount was
outstanding as of February 29, 2008, pursuant to an Offer to
Purchase dated today (the "Offer to Purchase"), which sets forth a
more comprehensive description of the terms of the tender offer.
The tender offer is being conducted in connection with the
previously announced separation of the two primary operating
companies of Hillenbrand Industries, Hill-Rom, the Company's
medical technology business, and Batesville Casket, the Company's
funeral service business. The separation is expected to be
completed at the end of the Company's second fiscal quarter. To
accomplish the separation, the Company will distribute all of the
common stock of Batesville Holdings, Inc., a newly formed holding
company for the Company's funeral service business, to the
Company's shareholders on a pro rata basis. The tender offer is
part of the Company's plan to establish appropriate capital
structures for each of the separated companies. The Company expects
to fund the purchase of notes tendered in the tender offer with
cash on hand and/or with the proceeds of a payment to be made by
Batesville Holdings to the Company immediately prior to the
completion of the distribution as a cash dividend and/or as a
repayment of outstanding notes payable to the Company. The tender
offer is conditioned on the completion of the separation, but the
separation is not conditioned on completion of the tender offer.
OFFERING TERMS The tender offer is scheduled to expire at 8 a.m.,
New York City time, on March 31, 2008, unless extended or earlier
terminated. Holders of notes must tender and not withdraw their
notes on or before the early tender date, which is 5 p.m., New York
City time, on March 13, 2008, unless extended, to receive the full
tender offer consideration. Holders of notes who tender their notes
after the early tender date will receive the late tender offer
consideration, which is the full tender offer consideration minus
the early tender premium of $20.00 per $1,000 principal amount of
notes. The full tender offer consideration for each $1,000
principal amount of the notes tendered and accepted for purchase
will be determined in the manner described in the Offer to Purchase
by reference to the fixed spread of 75 basis points over the yield
based on the bid side price of the reference treasury security, the
2.000 percent U.S. Treasury Notes due February 28, 2010, as
calculated by Citi and Goldman, Sachs & Co., the dealer
managers for the tender offer, at 2 p.m., New York City time, on
March 26, 2008. In addition to the full tender offer consideration
or late tender offer consideration, as applicable, holders of notes
tendered and accepted for payment will receive accrued and unpaid
interest on the notes from the last interest payment date for the
notes to, but not including, the settlement date. The settlement
date will be promptly after the expiration date, and is expected to
occur no later than April 1, 2008. Except as set forth in the Offer
to Purchase or as required by applicable law, notes tendered may be
withdrawn only on or before the withdrawal date, which is 5 p.m.,
New York City time, on March 13, 2008, and notes tendered after the
withdrawal date may not be withdrawn. The tender offer is
conditioned on the satisfaction of certain conditions described in
the Offer to Purchase, including the consummation of the
distribution to the Company's shareholders of all of the shares of
Batesville Holdings common stock. If any condition is not
satisfied, the Company is not obligated to accept for purchase, or
to pay for, notes tendered and may terminate, extend or amend the
tender offer and may postpone the acceptance for purchase of, and
payment for, notes so tendered subject to applicable laws. The
tender offer is not conditioned on the tender of a minimum
principal amount of the notes. The Company is not soliciting
consents from holders of notes in connection with the tender offer.
The Company has retained Citi and Goldman, Sachs & Co. to serve
as the dealer managers for the tender offer and has retained Global
Bondholder Services Corporation to serve as the depositary and
information agent for the tender offer. Requests for documents may
be directed to Global Bondholder Services Corporation by telephone
at (866) 952-2200 or (212) 430-3774 or in writing at 65 Broadway -
Suite 723, New York, NY, 10006. Questions regarding the tender
offer may be directed to Citi at (800) 558-3745 or (212) 723-6106
or Goldman, Sachs & Co. at (877) 686-5059 or (212) 902-9077.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the notes or any other securities.
The tender offer is made only by and pursuant to the terms of the
Offer to Purchase and the related Letter of Transmittal. None of
the Company, the dealer managers or the depositary and information
agent makes any recommendations as to whether holders should tender
their notes pursuant to the tender offer. Holders must make their
own decisions as to whether to tender notes and, if so, the
principal amount of notes to tender. ABOUT HILLENBRAND INDUSTRIES,
INC. Hillenbrand Industries is organized into two operating
companies serving the health care and funeral services industries.
Hill-Rom is a leading worldwide manufacturer and provider of
medical technologies and related services for the health care
industry, including patient support systems, non-invasive
therapeutic products for a variety of acute and chronic medical
conditions, medical equipment rentals, and information technology
solutions. Hill-Rom's comprehensive product and service offerings
are used by health care providers across the health care continuum
in hospitals, extended care facilities and home care settings to
enhance the safety and quality of patient care. Hill-Rom ...
enhancing outcomes for patients and their caregivers. Batesville
Casket Company is a leader in the North American death care
industry through the sale of funeral services products, including
burial caskets, cremation caskets, containers and urns, selection
room display fixturing and other personalization and
memorialization products. Batesville Casket Company ... helping
families honor the lives of those they love.
http://www.hillenbrand.com/ Disclosure Regarding Forward-Looking
Statements Certain statements in this press release contain
forward-looking statements, regarding the Company's future plans,
objectives, beliefs, expectations, representations and projections.
The Company has tried, wherever possible, to identify these
forward-looking statements using words such as "intend,"
"anticipate," "believe," "plan," "encourage," "expect," "may,"
"goal," "become," "pursue," "estimate," "strategy," "will,"
"projection," "forecast," "continue," "accelerate," "promise,"
"increase," "higher," "lower," "reduce," "improve," "expand,"
"progress," "potential" or the negative of those terms or other
variations of them or by comparable terminology. The absence of
such terms, however, does not mean that the statement is not
forward-looking. It is important to note that forward- looking
statements are not guarantees of future performance, and the
Company's actual results could differ materially from those set
forth in any forward- looking statements. Factors that could cause
actual results to differ from forward-looking statements include
but are not limited to: the Company's dependence on its
relationships with several large national providers and group
purchasing organizations, changes in death rates, whether the
Company's new products are successful in the marketplace, changes
in customers' Medicare reimbursements, collections of accounts
receivable, compliance with FDA regulations, antitrust litigation,
potential exposure to product liability or other claims, failure of
the Company's announced strategic initiatives and restructuring and
realignment activities to achieve expected growth, efficiencies or
cost reductions, disruptions in the Company's business or other
adverse consequences resulting from the planned separation of the
Company's two operating companies, failure of the Company to
execute its acquisition and business alliance strategy through the
consummation and successful integration of acquisitions or entry
into joint ventures or other business alliances, competition from
nontraditional sources in the funeral services business, volatility
of the Company's investment portfolio, increased costs or
unavailability of raw materials, labor disruptions, the ability to
retain executive officers and other key personnel, and certain
tax-related matters. For a more in depth discussion of these and
other factors that could cause actual results to differ from those
contained in forward-looking statements, see the discussions under
the heading "Risk Factors" in the Company's Annual Report on Form
10-K for the period ended September 30, 2007. The Company assumes
no obligation to update or revise any forward-looking statements.
DATASOURCE: Hillenbrand Industries, Inc. CONTACT: Investors, Blair
A. (Andy) Rieth, Jr., Vice President, Investor Relations, Corporate
Communications & Global Brand Development, +1-812-931-2199, ,
or Media, Lauren Green-Caldwell, Director, Corporate Communications
& Public Relations, +1-812-934-8692, , both of Hillenbrand
Industries, Inc. Web site: http://www.hillenbrand.com/
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