Milacron Holdings Corp. (NYSE: MCRN), a leading industrial
technology company serving the plastics processing industry,
announced today that the company’s third quarter 2019 financial
results will be released on Tuesday, November 12, 2019, after the
market close.
As previously announced on July 12, 2019, Milacron entered into
a definitive agreement under which Hillenbrand, Inc. will acquire
Milacron in a cash and stock transaction. The transaction is
expected to close by the end of 2019, and Milacron is holding a
special meeting of its stockholders on November 20, 2019 to vote on
the proposals necessary to complete the merger. The press release,
as well as other related items filed publicly with the SEC, has
been posted at http://investors.milacron.com.
Due to the pending acquisition by Hillenbrand, Milacron will not
host a conference call to discuss its third quarter 2019 financial
results. The company’s financial results will be available in full
detail on http://investors.milacron.com and filed publicly with the
SEC.
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
Cautionary Statement
This communication contains statements, including statements
regarding the proposed acquisition of Milacron Holdings Corp.
(“Milacron”) by Hillenbrand, Inc. (“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 to receive the approval of
Milacron’s stockholders and the ability of Milacron and Hillenbrand
to satisfy the other 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 U.S. Securities and
Exchange Commission (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.
Additional Information and Where to Find It
In connection with the Proposed Transaction, Hillenbrand has
filed with the SEC a registration statement on Form S-4 to register
the shares of Hillenbrand’s common stock to be issued in connection
with the Proposed Transaction. The registration statement includes
a prospectus of Hillenbrand and a proxy statement of Milacron (the
“proxy statement/prospectus”), and each party will file other
documents regarding the Proposed Transaction with the SEC. The
registration statement became effective on October 18, 2019.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION, BECAUSE THEY DO AND THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES TO THE PROPOSED TRANSACTION. A definitive proxy
statement/prospectus has been sent to Milacron’s stockholders.
Investors and security holders may obtain the registration
statement and the proxy statement/prospectus free of charge from
the SEC’s website or from Hillenbrand or Milacron. The documents
filed by Hillenbrand with the SEC may be obtained free of charge at
Hillenbrand’s website at www.hillenbrand.com or at the SEC’s
website at www.sec.gov. These documents may also be obtained free
of charge from Hillenbrand by requesting them by mail at
Hillenbrand, Inc., One Batesville Boulevard, Batesville, IN 47006,
or by telephone at (812) 931‑6000. The documents filed by Milacron
with the SEC may be obtained free of charge at Milacron’s website
at www.milacron.com or at the SEC’s website at www.sec.gov. These
documents may also be obtained free of charge from Milacron by
requesting them by mail at Milacron Holdings Corp., 10200 Alliance
Road, Suite 200, Cincinnati, OH, 45242, or by telephone at (513)
487-5000 .
Participants in the Solicitation
Hillenbrand, Milacron and their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from Milacron’s stockholders with respect to the Proposed
Transaction. Information about Hillenbrand’s directors and
executive officers is available in Hillenbrand’s Annual Report on
Form 10-K for the fiscal year ended September 30, 2018 filed with
the SEC on November 13, 2018 and its definitive proxy statement for
the 2019 annual meeting of shareholders filed with the SEC on
January 2, 2019. Information concerning the ownership of Milacron’s
securities by Milacron’s directors and executive officers is
included in their SEC filings on Forms 3, 4 and 5, and additional
information regarding the names, affiliations and interests of such
individuals is available in Milacron’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2018 filed with the SEC on
February 28, 2019 and its definitive proxy statement for the 2019
annual meeting of shareholders filed with the SEC on March 15,
2019. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are or will be
contained in the registration statement, the proxy
statement/prospectus and other relevant materials filed or to be
filed with the SEC regarding the Proposed Transaction.
Stockholders, potential investors and other readers should read the
proxy statement/prospectus carefully before making any voting or
investment decisions. You may obtain free copies of these documents
from Hillenbrand or Milacron as indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended, or pursuant to another
available exemption.
MCRN-IR
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version on businesswire.com: https://www.businesswire.com/news/home/20191029006011/en/
Investor Relations Contact: Andy Kitzmiller Vice President –
Finance and Corporate Controller Andrew_Kitzmiller@milacron.com
Media Contact: Lacy Wise Manager, Corporate Communications
Lacy_Wise@milacron.com
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