PETpla.net Insider 07+08 / 2019

8 NEWS PET planet Insider Vol. 19 No. 07+08/19 www.petpla.net Hillenbrand, Inc. to acquire Milacron Holdings Corp. Hillenbrand, Inc. and Milacron Holdings Corp. announced that they have entered into a definitive agreement under which Hillenbrand will acquire Milacron in a cash and stock transac- tion valued at approximately $2 billion, including net debt of approximately $686 million as of March 31, 2019. Under the terms of the agreement, which has been unani- mously approved by the Boards of Directors of both companies, Milacron stockholders will receive $11.80 in cash and a fixed exchange ratio of 0.1612 shares of Hillenbrand common stock for each share of Milacron common stock they own. Based on Hillenbrand’s closing stock price on July 11, 2019, the last trading day prior to the announcement, the implied cash and stock consideration to be received by Milacron stockholders is $18.07 per share, representing a premium of approximately 34% to Milacron’s closing stock price on July 11, 2019, and a premium of approximately 38% to Milacron’s 30-day volume- weighted average price as of the close on July 11, 2019. Upon closing, Hillenbrand shareholders will own approximately 84% of the combined company, and Milacron stockholders will own approximately 16%. Milacron manufactures, distributes, and services engineered and customised systems in the approximately $30 billion plastics technology and processing industry, as well as fluid technologies and processing systems. Milacron operates in three segments: Melt Delivery & Control Systems, which designs and manufactures technically advanced hot runner and process control systems, mould bases, and components; Advanced Plastics Processing Technologies, which designs and manufactures plastics processing equipment and systems, including injection moulding, extrusion, and auxiliary systems; and Fluid Technologies, which manufactures products that are used in a variety of metalworking processes. This transaction is stated to represent a pivotal step in Hillen- brand’s vision to become a world-class global diversified indus- trial company by adding new strategic businesses in hot runner systems and injection moulding to its portfolio through Milacron’s leading brands, including Mold-Masters and Milacron injection moulding. Together, the combined company will have increased scale and meaningful product diversification, enhancing its ability to serve customers through complementary technologies across the plastics value chain, including plastic base resins production, compounding, processing both extruded and injection-moulded products, and recycling. The transaction, which is expected to close in the first calen- dar quarter of 2020, is subject to customary closing conditions and regulatory approvals, including the approval of stockholders of Milacron. Hillenbrand intends to fund the cash portion of the transaction through debt financing and has secured a committed bridge financing facility led by J.P. Morgan. www.milacron.com Berry Global Group, Inc. completes acquisition of RPC Group Plc Berry Global Group, Inc. announced the completion of its acquisition of RPC Group Plc for a purchase price of approxi- mately $6.5 billion, which includes approximately $4.3 billion of cash paid for the equity interest in RPC and $2.2 of net debt and estimated transaction related costs, subject to closing adjustments. The combination of Berry and RPC creates a leading global sup- plier of valued-added protective solutions and one of the world’s largest plastic packaging companies. Berry’s combined global footprint will consist of over 290 locations worldwide, including locations in North and South America, Europe, Asia, Africa, and Australia. The pro forma combined business will employ over 48,000 people across six continents with sales of approximately $13 billion based on the latest published financial statements of Berry and RPC. The acquisition of RPC was financed with a portion of the proceeds of Berry’s May 2019 sale of $1.25 billion of 4.875% first priority senior secured notes due 2026 and $500 million of 5.625% second priority senior secured notes due 2026 and a $4.25 billion incremental term loan and a €1.075 billion incre- mental term loan, which also served to refinance an existing Berry term loan. Berry is scheduled to announce its third fiscal quarter earnings on August 7, 2019, and will provide an update on its progress at that time. Goldman Sachs International, Wells Fargo Securities, and J.P. Morgan Securities acted as financial advisors and Freshfields, Bruckhaus Deringer LLP and Bryan Cave Leighton Paisner LLP acted as legal advisors for Berry. www.berryglobal.com