UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): January 8, 2010
HILLENBRAND,
INC.
(Exact
name of registrant as specified in its charter)
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Indiana
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1-33794
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26-1342272
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
Batesville Boulevard
Batesville,
Indiana
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47006
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (812) 934-7500
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Not
Applicable
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(Former
name or former address if changed since last
report.)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01. Entry into a Material
Definitive Agreement.
On
January 8, 2010, Hillenbrand, Inc., an Indiana corporation (“Hillenbrand”),
K-Tron International, Inc., a New Jersey corporation (“K-Tron”), and Krusher
Acquisition Corp., a New Jersey corporation and a wholly owned subsidiary of
Hillenbrand (“Merger Sub”), entered into an Agreement and Plan of Merger (the
“Merger Agreement”) pursuant to which Merger Sub will merge with and into
K-Tron, the separate corporate existence of Merger Sub shall cease and K-Tron
shall be the surviving corporation of the merger (the “Merger”).
Upon
the consummation of the Merger, (i) K-Tron will become a wholly owned
subsidiary of Hillenbrand and (ii) each share of K-Tron common stock will
be converted into the right to receive $150.00 in cash (as may be adjusted as
described in the following paragraph, the “Merger Consideration”). In addition,
options to acquire K-Tron common stock, stock appreciation rights for shares of
K-Tron common stock and K-Tron restricted stock unit awards, in each case that
are outstanding immediately prior to the consummation of the Merger, will be
converted to the right to receive cash based on formulas contained in the Merger
Agreement.
In
the event (i) the closing has not occurred by April 30, 2010 as a consequence of
Hillenbrand’s inability to pay the Merger Consideration as of such date and (ii)
K-Tron has satisfied all conditions to closing to be performed or satisfied by
it as of such date, the per share Merger Consideration will be increased by
$0.05 for each day from May 1, 2010 through the date of closing.
Hillenbrand,
K-Tron and Merger Sub have made customary representations, warranties and
covenants in the Merger Agreement, including, among others, covenants (i) that
K-Tron will conduct its business in the ordinary course during the period
between the execution of the Merger Agreement and the effective time of the
merger, and (ii) subject to certain limited exceptions, that the Board of
Directors of K-Tron will recommend adoption of the Merger Agreement by its
shareholders and will not solicit alternative business combination
transactions.
The
consummation of the Merger is subject to (i) receipt of the affirmative vote of
at least two-thirds of all votes cast at a special meeting of K-Tron
shareholders to approve the Merger, (ii) regulatory clearance under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iii)
other customary closing conditions.
The
Merger Agreement contains certain termination rights for both Hillenbrand and
K-Tron and further provides that, upon termination of the Merger Agreement under
specified circumstances, K-Tron may be required to pay Hillenbrand a termination
fee of $12 million. If the Merger Agreement is terminated by
Hillenbrand due to K-Tron’s willful breach of the Merger Agreement at a time
when a competing takeover proposal of K-Tron is pending, K-Tron will be required
to pay Hillenbrand its expenses incurred in connection with the transaction, up
to a maximum amount of $10 million.
In
connection with the Merger, on January 8, 2010, Hillenbrand entered into a
voting agreement with Edward B. Cloues, II, the Chairman and Chief Executive
Officer of K-Tron, and certain other directors and executive officers of K-Tron,
pursuant to which such individuals have agreed to vote their shares of K-Tron
stock in favor of the Merger (the “Voting Agreement”). Collectively, the
agreement with Mr. Cloues and the other directors and executive officers relates
to approximately 10 percent of K-Tron’s outstanding shares of common
stock.
The
foregoing descriptions of the Merger Agreement and the Voting Agreement do not
purport to be complete and are qualified in their entirety by reference to the
Merger Agreement and the Voting Agreement, copies of which are attached,
respectively, as Exhibit 2.1 and Exhibit 10.1 hereto and are incorporated herein
by reference.
The
Merger Agreement has been filed as an exhibit to this Current Report on Form 8-K
to provide information regarding the terms of the agreement and is not intended
to provide any other factual information about Hillenbrand, K-Tron or Merger
Sub. The representations, warranties and covenants contained in the Merger
Agreement were made solely for the purposes of the Merger Agreement and the
benefit of the parties to the Merger Agreement, and may be subject to
limitations agreed upon by the contracting parties. Certain of the
representations and warranties have been made for the purposes of allocating
contractual risk between the parties to the agreement instead of establishing
these matters as facts. Investors are not third-party beneficiaries under the
Merger Agreement. In addition, the representations and warranties contained in
the Merger Agreement (i) are qualified by information in a confidential
disclosure letter that the parties have exchanged, (ii) were made only as of the
date of such agreement or a prior, specified date, and (iii) in some cases are
subject to qualifications with respect to materiality, knowledge and/or other
matters, including standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Moreover, information
concerning the subject matter of the representations and warranties may change
after the date of the Merger Agreement, which subsequent information may or may
not be fully reflected in Hillenbrand’s or K-Tron’s public disclosures.
Accordingly, investors should not rely on the representations and warranties as
characterizations of the actual state of facts or condition of Hillenbrand or
K-Tron or any of their respective subsidiaries or affiliates.
Item 8.01. Other
Events.
On
January 11, 2010, Hillenbrand and K-Tron issued a joint press release announcing
that they had entered into the Merger Agreement. A copy of the press release is
attached as Exhibit 99.1 hereto.
Additional Information and
Where to Find it
This
Current Report on Form 8-K may be deemed to be solicitation material in respect
of the proposed acquisition of K-Tron by Hillenbrand. In connection
with the proposed acquisition, K-Tron plans to file a proxy statement with the
SEC. INVESTORS AND SECURITY HOLDERS OF K-TRON ARE ADVISED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED ACQUISITION. The final proxy statement will be mailed to shareholders
of K-Tron. Investors and security holders may obtain a free copy of the proxy
statement when it becomes available, and other documents filed by K-Tron with
the SEC, at the SEC’s web site at http://www.sec.gov. Free copies of the proxy
statement, when it becomes available, and K-Tron’s other filings with the SEC
may also be obtained from K-Tron by directing a request to K-Tron International,
Inc., Attention: Investor Relations, Route 55 and 553, P.O. Box 888, Pitman,
N.J. 08071, or by calling 856-589-0500.
Hillenbrand,
K-Tron and their respective directors, executive officers and other members of
their management and employees may be deemed to be soliciting proxies from
K-Tron shareholders in favor of the proposed acquisition. Information regarding
Hillenbrand’s directors and executive officers is available in its 2009 Annual
Report on Form 10-K filed with the SEC on November 24, 2009, and definitive
proxy statement relating to its 2010 Annual Meeting of Shareholders filed with
the SEC on January 5, 2010. Information regarding K-Tron’s directors
and executive officers is available in its 2008 Annual Report on Form 10-K filed
with the SEC on March 13, 2009, and definitive proxy statement relating to its
2009 Annual Meeting of Shareholders filed with the SEC on April 6, 2009.
Additional information regarding the interests of such potential participants
will be included in the proxy statement and the other relevant documents filed
with the SEC when they become available.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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2.1
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Agreement
and Plan of Merger, dated January 8, 2010, by and among Hillenbrand, Inc.,
K-Tron International, Inc. and Krusher Acquisition
Corp.
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10.1
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Voting
Agreement, dated January 8, 2010, by and among Hillenbrand, Inc., Krusher
Acquisition Corp. and certain shareholders of K-Tron International,
Inc.
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99.1
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Press
release dated January 11, 2010, of Hillenbrand, Inc. and K-Tron
International, Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HILLENBRAND,
INC.
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DATE:
January 11, 2010
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BY:
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/S/
Cynthia L. Lucchese |
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Cynthia
L. Lucchese
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Senior
Vice President and
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Chief
Financial Officer
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DATE:
January 11, 2010
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BY:
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/S/
John R. Zerkle |
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John
R. Zerkle
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Senior
Vice President,
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General
Counsel & Secretary
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EXHIBIT INDEX
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Exhibit
Number
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Description
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2.1
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Agreement
and Plan of Merger, dated January 8, 2010, by and among Hillenbrand, Inc.,
K-Tron International, Inc. and Krusher Acquisition
Corp.
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10.1
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Voting
Agreement, dated January 8, 2010, by and among Hillenbrand, Inc., Krusher
Acquisition Corp. and certain shareholders of K-Tron International,
Inc.
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99.1
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Press
release dated January 11, 2010, of Hillenbrand, Inc. and K-Tron
International, Inc.
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