Press release from Hillenbrand, Inc.
(Batesville, Ind.) - Hillenbrand, Inc. (NYSE: HI) has entered into a definitive agreement to acquire privately held Coperion Capital GmbH (Coperion), a portfolio company of Deutsche Beteiligungs AG, for an estimated purchase price of €408 million ($530 million at current exchange rates), which includes the assumption of an estimated €76 million of net debt and €100 million pension liability. The final price is subject to certain closing and post closing adjustments. The transaction is expected to close in December or January, depending upon satisfaction of certain conditions, including receipt of applicable regulatory approvals.
Based in Stuttgart, Germany, Coperion is a global leader in the manufacture of compounding, extrusion and bulk material handling equipment used in a broad range of industries, including plastics, chemical, food processing, pharmaceutical and aluminum, as well as related replacement parts and service. At the completion of this transaction, Coperion will become the largest company in Hillenbrand's Process Equipment Group. Gunter Bachmann, currently Coperion's CEO, will continue as president of Coperion reporting to Joe A. Raver, president of Hillenbrand's Process Equipment Group. Coperion's headquarters will remain in Stuttgart, Germany.
During the trailing 12-month period ended September 30, 2012, Coperion's revenue was €520 million ($675 million) and earnings before interest, taxes, depreciation and amortization (EBITDA) was €38.7 million ($50.2 million). This includes €4.5 million ($5.8 million) of interest expense related to the assumed pension liability. Adjusted EBITDA, which excludes €6.7 million of restructuring charges, was €45.4 million ($58.9 million).
"The acquisition of Coperion represents a very significant move forward for our company," said Hillenbrand CEO Kenneth A. Camp. "Coperion is a highly respected company which is led by an exceptionally talented management team with extensive global experience," continued Camp. "This transaction will enable us to capitalize on several opportunities in combined equipment sales, accelerated global expansion, and leveraging of replacement parts and service capabilities. Post closing, the Process Equipment Group will generate revenue of more than $1 billion and will represent about 2/3 of Hillenbrand's total revenue."
"We are very familiar with Hillenbrand's Process Equipment Group operating companies, particularly K-Tron," said Bachmann. "We're delighted to have the opportunity to join Hillenbrand and better serve our customers by solving all of their process equipment needs. We also are excited about the growth opportunities that now will be available to our combined company."
Hillenbrand expects to use a combination of cash on hand and cash available under its revolving credit facility to fund this acquisition. The transaction is expected to be accretive to Hillenbrand's earnings per share beginning in the first year, net of acquisition costs.
P&M Corporate Finance LLC is serving as financial advisor to Hillenbrand in the transaction, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as its legal advisor.
Hillenbrand will sponsor a conference call and webcast for the investing public at 10 a.m. ET Tuesday, October 16, 2012. During the event, management will discuss the acquisition of Coperion. The webcast will be available at http://ir.hillenbrand.com and will be archived on the company's website through October 30, 2012, for those unable to listen to the live webcast.
Participants may listen to the conference call by dialing 1-877-853-5642 (1-253-237-1134 for international callers). A replay of the call will be available through midnight Tuesday, October 23, 2012, at 1-855-859-2056 (1-404-537-3406 for international callers). Please use the confirmation code 46598003.
Hillenbrand (www.Hillenbrand.com) is a global diversified industrial company that makes and sells premium business-to-business products and services for a wide variety of industries. We pursue profitable growth and meaningful dividends for our shareholders by leveraging our leading brands, robust cash generation capabilities and strong core competencies.
Coperion (www.coperion.com) is the international market and technology leader in compounding systems, bulk materials handling systems and services. Coperion designs, develops, manufactures and maintains systems, machines and components for the plastics, chemicals, pharmaceutical, food and minerals industries.