(Batesville, IN) – Hillenbrand, Inc. (NYSE: HI) announced today that it has entered into a definitive agreement to be acquired by an affiliate of Lone Star Funds in an all-cash transaction valued at $32.00 per share, equating to an enterprise value of approximately $3.8 billion.
The purchase price represents a premium of approximately 37% over Hillenbrand’s unaffected closing share price1 on August 12, 2025, and a premium of 53% over the volume weighted average price (VWAP) of Hillenbrand common stock for the 90 days ending August 12, 2025.
Hillenbrand provides highly-engineered processing equipment and solutions to customers around the world through its Advanced Process Solutions and Molding Technology Solutions segments. Over the past three years, Hillenbrand has repositioned the business, strengthening and streamlining its portfolio through strategic acquisitions and divestitures and building out its industrial food equipment portfolio.
“We are pleased to reach this agreement with Lone Star, which delivers immediate and certain cash value to our shareholders at a substantial premium to recent trading, and positions Hillenbrand to continue meeting and exceeding customers’ needs for highly-engineered, mission-critical processing equipment and solutions,” said Helen Cornell, Chairperson of the Board of Directors. “The Board carefully reviewed a range of potential strategic alternatives, including interest from a number of parties, and determined that this transaction is in the best interest of Hillenbrand and its shareholders.”
“Over the past several years, Hillenbrand has made tremendous progress transforming into a pure-play industrial company, reshaping our portfolio, and making strategic investments in the business,” said Kim Ryan, President and Chief Executive Officer of Hillenbrand. “Lone Star recognizes this progress and sees a bright future, given our successful leading businesses and strong teams. We look forward to working with Lone Star to enhance our scale, create opportunities for our associates, and continue to drive growth and innovation within the durable plastics, food, and recycling end markets.”
“We are excited to partner with Hillenbrand, a high-quality operator in the industrial equipment sector,” said Donald Quintin, Chief Executive Officer of Lone Star. “Lone Star is fortunate to have a long track record in related industrial manufacturing, and our expertise will be brought to bear in partnering with Hillenbrand’s management team to invest in the business and help foster continued growth and innovation at the company. We are honored to be the partners to take the Hillenbrand name and dedicated team into the next chapter of success.”
The Hillenbrand Board of Directors unanimously approved the transaction. This agreement comes following the Hillenbrand Board of Directors’ review of several strategic alternatives for the company.
Transaction Details
The transaction is expected to close by the end of the first quarter of calendar year 2026 and is subject to customary closing conditions, including approval by Hillenbrand shareholders and receipt of required regulatory approvals.
Upon completion of the transaction, Hillenbrand will become a privately held company, and Hillenbrand’s shares will no longer trade on the New York Stock Exchange.
As a result of this announcement, for its fourth quarter and fiscal year 2025 earnings announcement scheduled for November 19, 2025, Hillenbrand will issue a press release but will not hold a conference call and webcast. In addition, Hillenbrand will not issue financial guidance for fiscal year 2026.
Advisors
Evercore is serving as financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Hillenbrand. Jefferies LLC and UBS Investment Bank are serving as financial advisors and Kirkland & Ellis is serving as legal counsel to Lone Star.
Important Information and Where to Find It
In connection with the proposed transaction between Hillenbrand and Lone Star, Hillenbrand will file with the U.S. Securities and Exchange Commission (the “SEC”) a proxy statement, the definitive version of which will be sent or provided to shareholders of Hillenbrand. Hillenbrand may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the proxy statement or any other document Hillenbrand may file with the SEC. Investors and security holders are urged to read the proxy statement and any other relevant documents that are filed or will be filed with the SEC, as well as any amendments or supplements to these documents, carefully and in their entirety because they contain or will contain important information about the proposed transaction and related matters. Investors and security holders may obtain free copies of the proxy statement (when it is available) and other documents that are filed or will be filed with the SEC by Hillenbrand through the SEC’s website at https://www.sec.gov through Hillenbrand’s investor relations website at https://ir.hillenbrand.com or by contacting Hillenbrand’s investor relations team at investors@hillenbrand.com or 812-931-5036.
Participants in the Solicitation
Hillenbrand and its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Hillenbrand’s shareholders in connection with the proposed transaction between Hillenbrand and Lone Star. A description of participants’ direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement relating to the proposed transaction when it is filed with the SEC. Information regarding Hillenbrand’s directors and executive officers is contained in Hillenbrand’s proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on January 7, 2025, in the sections “Proxy Statement Summary,” “Proposal No. 1 – Election of Directors,” “The Board of Directors and Committees,” “Security Ownership of Directors and Management,” “Executive Compensation” and “Compensation of Directors”; in Item 1 of Hillenbrand’s Annual Report on Form 10‑K for the fiscal year ended September 30, 2024, filed with the SEC on November 19, 2024, under the heading “Information About Our Executive Officers”; and in Hillenbrand’s current reports on Form 8‑K filed with or furnished to the SEC on February 18, 2025, May 15, 2025 and June 26, 2025. Additional information regarding ownership of Hillenbrand’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3 and 4. These documents and the other SEC filings described in this paragraph may be obtained free of charge through the SEC’s website at https://www.sec.gov or through Hillenbrand’s investor relations website at https://ir.hillenbrand.com.
(Hillenbrand, Inc. press release)
