DEFM14A: Hillenbrand Shareholders to Vote on $32/Share Cash Merger

Hillenbrand, Inc. shareholders are invited to a special meeting on January 8, 2026, to vote on a proposed $32.00 per share cash merger with LSF12 Helix Parent, LLC.

Summary

• Hillenbrand, Inc. (Hillenbrand) will merge with LSF12 Helix Merger Sub, Inc., a wholly-owned subsidiary of LSF12 Helix Parent, LLC (Parent), an affiliate of Lone Star Fund XII, L.P. (Lone Star).
• Each outstanding share of Hillenbrand common stock will be converted into the right to receive $32.00 in cash, without interest and subject to tax withholding.
• The Board of Directors unanimously determined the merger is fair and in the best interests of Hillenbrand and its shareholders, recommending approval of the Merger Agreement, the Compensation Proposal, and the Adjournment Proposal.
• The merger consideration of $32.00 per share represents a premium of approximately 37% over Hillenbrand's unaffected closing share price on August 12, 2025, and a 53% premium over the volume-weighted average price for the 90 days ending August 12, 2025.
• Hillenbrand's financial advisor, Evercore Group L.L.C., rendered an opinion that the $32.00 per share merger consideration is fair, from a financial point of view, to shareholders.
• The merger is not conditioned on Parent's receipt of financing, which will be funded by a $1.647 billion equity commitment from Lone Star and committed debt financing.
• Upon completion, Hillenbrand will become a wholly-owned subsidiary of Parent, and its common stock will be delisted from the NYSE and deregistered from the SEC.
• Executive officers and directors beneficially owned approximately 1.5% of outstanding Hillenbrand common stock as of November 28, 2025, and are expected to vote in favor of all proposals.

Sentiment

Score: 8

Explanation: The sentiment is highly positive for shareholders due to the significant cash premium and certainty of value offered by the merger. The Board's unanimous recommendation and the financial advisor's fairness opinion reinforce this. While the company will cease to be public, the immediate financial benefit to shareholders is substantial.

Positives

• Shareholders will receive a fixed cash consideration of $32.00 per share, providing certainty of value and immediate liquidity.
• The merger consideration represents a significant premium: 59.8% over the closing price on June 24, 2025 (Lone Star's initial proposal date), 20.8% over October 14, 2025 (day before public announcement), 36.6% over August 12, 2025 (day before media speculation), and 53.1% over the 90-day volume-weighted average price ending August 12, 2025.
• The Board of Directors unanimously determined the merger is fair and in the best interests of Hillenbrand and its shareholders.
• Hillenbrand's financial advisor, Evercore Group L.L.C., provided an opinion that the merger consideration is fair from a financial point of view.
• The merger is not subject to any financing condition, with Parent having secured committed equity and debt financing.
• An extensive solicitation process was undertaken, contacting 21 other potential buyers, with only Lone Star submitting a definitive acquisition proposal, suggesting a lack of higher alternative offers.
• The Board believes $32.00 per share was the maximum price Lone Star would offer, and further delay could jeopardize the transaction.

Negatives

• Hillenbrand shareholders will forgo any potential future increase in the company's value as an independent public entity.
• The exchange of Hillenbrand common stock for cash will be a taxable transaction for U.S. federal income tax purposes.
• Restrictions on Hillenbrand's business conduct prior to the merger completion could limit the company from pursuing new business opportunities.
• The announcement and pendency of the merger, or its failure to complete, could adversely impact existing and prospective business relationships with customers, suppliers, employees, and other stakeholders.
• There is a risk of litigation in connection with the merger, which could prevent or delay completion and incur significant costs.
• Hillenbrand's ability to pay more than one cash dividend, and the amount of such dividend, is limited during the interim period between signing and closing.
• Hillenbrand may be required to pay a termination fee of $69,000,000 to Parent under certain circumstances, which could deter other potential buyers.
• Parent's maximum aggregate liability to Hillenbrand if the merger fails is limited to $138,000,000 (Reverse Termination Fee) plus Collection Costs and certain indemnification obligations, capped at $153,000,000, which may not cover all potential damages.

Risks

• The merger may not be consummated in a timely manner or at all due to failure to obtain required regulatory approvals (HSR Act, CFIUS, and other international antitrust laws) or shareholder approval.
• The possibility of litigation relating to the merger, which could seek damages or enjoin the transaction, causing delays and significant costs.
• Potential adverse impact on Hillenbrand's existing and prospective business relationships with customers, suppliers, employees, and other stakeholders due to the announcement and pendency of the merger.
• Contractual restrictions under the Merger Agreement limit Hillenbrand's ability to pursue business opportunities or strategic transactions prior to closing.
• Risks related to significant transaction costs associated with the merger.
• Global market and economic conditions, including volatility in financial markets, tariffs, and changing trade policies, could affect Hillenbrand's performance if the merger is not completed.
• Business disruptions associated with information technology, cyber-attacks, or catastrophic losses affecting infrastructure.
• Increasing competition for highly skilled workers and labor shortages.
• Uncertainty related to environmental regulation and industry standards, as well as physical risks of climate change.
• Increased costs, poor quality, or unavailability of raw materials or certain outsourced services and supply chain disruptions.
• Economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices, and the value of financial assets.
• Uncertainty in U.S. global trade policy and risks with governmental instability in certain parts of the world.
• Negative effects of past acquisitions (Schenck Process Food and Performance Materials, Linxis Group SAS) on Hillenbrand's business, financial condition, and results of operations.
• Competition in the industries in which Hillenbrand operates, including on price.
• Cyclical demand for industrial capital goods.
• The ability to recognize the benefits of any acquisition or divestiture, including the Milacron injection molding and extrusion business sale, including potential synergies and cost savings.
• Potential adverse effects of the announcement or results of the Milacron disposition or the announcement or pendency of the merger on Hillenbrand's market price or ability to maintain relationships.
• Diversion of management's attention from ongoing business operations due to the disposition or the merger.
• Impairment charges to goodwill and other identifiable intangible assets, particularly within the Molding Technology Solutions segment.
• Impacts of decreases in demand or changes in technological advances, laws, or regulation on net revenues from the plastics industry.
• The impact to Hillenbrand's effective tax rate of changes in the mix of earnings or in tax laws and certain other tax-related matters.
• Exposure to tax uncertainties and audits.
• Involvement in claims, lawsuits, and governmental proceedings related to operations.
• Adverse foreign currency fluctuations and labor disruptions.

Future Outlook

The merger is expected to close before the end of the first calendar quarter of 2026, subject to shareholder and regulatory approvals. Upon completion, Hillenbrand will cease to be a publicly traded company, becoming a wholly-owned subsidiary of Parent, and its common stock will be delisted from the NYSE and deregistered under the Exchange Act. The company will no longer file periodic reports with the SEC.

Management Comments

• The Board of Directors unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Hillenbrand and its shareholders.
• The Board of Directors unanimously adopted the Merger Agreement and declared advisable the transactions contemplated by the Merger Agreement.
• The Board of Directors unanimously resolved to recommend that Hillenbrand shareholders approve the Merger Agreement.
• The Board of Directors unanimously recommends that you vote (1) FOR the Merger Agreement Proposal; (2) FOR the Compensation Proposal; and (3) FOR the Adjournment Proposal.

Industry Context

Hillenbrand is a global industrial company specializing in highly-engineered processing equipment and solutions for diverse end markets, including durable plastics, food, and recycling. The company's transformation into a pure-play industrial process equipment company over recent years is noted. The plastics investment cycle is currently experiencing a cyclical downturn but is expected to recover, which was a factor in potential buyers' valuations. The food, health & nutrition business is considered a leading and less cyclical platform.

Comparison to Industry Standards

• Evercore's financial analysis included a comparison of Hillenbrand's financial performance and stock market trading multiples with selected publicly traded process equipment companies such as Alfa Laval AB, Dover Corporation, GEA Group Aktiengesellschaft, JBT Corporation, Kadant Inc., Krones Aktiengesellschaft, and The Middleby Corporation.
• The analysis also included a comparison with selected publicly traded industrial companies with comparable financial characteristics, including Helios Technologies, Inc., Kennametal Inc., Sulzer Ltd., The Timken Company, and Valmet Oyj.
• Evercore reviewed financial information related to 168 selected transactions involving U.S. public targets in the industrial capital goods industry with aggregate transaction values between $2 billion and $6 billion, announced from October 10, 2020, through October 10, 2025, to assess premiums paid.

Corporate Governance

Legal Proceedings

• As of the date of the proxy statement, Hillenbrand is not aware of any pending lawsuits relating to the transactions contemplated by the Merger Agreement.
• Lawsuits arising out of or in connection with the transactions contemplated by the Merger Agreement could be filed in the future, potentially seeking damages or to enjoin the merger.
• Any such litigation could prevent or delay the completion of the merger and result in significant costs and management distraction.

Related Party Transactions

• Executive officers and directors have certain interests in the merger that are different from, or in addition to, the interests of Hillenbrand shareholders generally, primarily related to the treatment of their equity awards and severance benefits upon a change in control.
• The filing quantifies potential payments to named executive officers, including cash severance, prorated annual bonuses, and accelerated equity awards (options, restricted stock units, performance-based restricted stock units).
• Indemnification and insurance provisions for directors and officers are maintained for six years post-merger.
• No new related party transactions are disclosed beyond existing compensation and indemnification arrangements.

Stakeholder Impact

• **Shareholders**: Will receive $32.00 cash per share, providing immediate liquidity and a significant premium over recent trading prices, but will lose future upside potential as a public company.
• **Employees**: Executive officers and directors have specific interests related to equity awards and severance. The Merger Agreement includes provisions for continued base salary, incentive opportunities, and employee benefits for Company Employees for one year post-merger, and severance benefits for qualified terminations.
• **Customers, Suppliers, Joint Venture Partners**: The announcement and pendency of the merger, or its failure, could have an adverse impact on existing and prospective business relationships.
• **Regulatory Authorities**: The merger is subject to various regulatory approvals (HSR, CFIUS, international antitrust), which could involve divestitures or other undertakings.
• **Creditors**: Existing indebtedness will be repaid or refinanced as part of the merger financing.

Next Steps

• Hillenbrand will establish a record date and mail the proxy statement for the Special Meeting.
• A Special Meeting of shareholders will be held on January 8, 2026, to vote on the Merger Agreement Proposal, the Compensation Proposal, and the Adjournment Proposal.
• The parties will continue to seek necessary regulatory approvals, including the expiration of the HSR Act waiting period and CFIUS Approval, as well as other international antitrust clearances.
• The merger is expected to close before the end of the first calendar quarter of 2026, assuming timely satisfaction of closing conditions.
• Upon completion, Hillenbrand common stock will be delisted from the NYSE and deregistered under the Exchange Act.

Key Dates

Recommendation

The Board of Directors unanimously recommends approval of the merger, and Hillenbrand's financial advisor has deemed the $32.00 per share cash consideration fair from a financial point of view. This price represents a substantial premium over recent trading prices, offering shareholders a clear and certain return on their investment. Given the extensive process to solicit other potential buyers and the lack of higher offers, this appears to be the best available outcome for maximizing shareholder value through a sale. The fixed cash consideration eliminates future market volatility and operational risks associated with Hillenbrand's standalone strategy, which included challenges in achieving financial and operational improvements and exposure to cyclical industries.

Keywords

Merger, Acquisition, Hillenbrand, LSF12 Helix Parent, Lone Star Fund XII, Cash Consideration, SEC Filing, Proxy Statement, Shareholder Vote, Industrial Company, Processing Equipment, Plastics Industry, Food Industry, Recycling Industry, Corporate Governance, Regulatory Approvals, HSR Act, CFIUS, Private Equity, Delisting, Deregistration