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Milacron Holdings Corp. – ‘DEFM14A’ on 10/18/19

On:  Friday, 10/18/19, at 5:22pm ET   ·   Effective:  10/18/19   ·   Accession #:  1047469-19-5803   ·   File #:  1-37458

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/18/19  Milacron Holdings Corp.           DEFM14A    10/18/19    1:2.8M                                   Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Statement for a Merger or          HTML   1.96M 
                Acquisition                                                      

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

         On July 12, 2019, Milacron Holdings Corp., or Milacron, Hillenbrand, Inc., or Hillenbrand, and Bengal Delaware Holding Corporation, a wholly owned subsidiary of Hillenbrand, or Merger Sub, entered into an Agreement and Plan of Merger that provides for the acquisition of Milacron by Hillenbrand. Subject to approval of Milacron stockholders and the satisfaction or (to the extent permitted by law) waiver of certain other closing conditions, Hillenbrand will acquire Milacron through the merger of Merger Sub with and into Milacron, with Milacron surviving the merger and becoming a wholly owned subsidiary of Hillenbrand.

         If the merger is completed, each share of Milacron common stock (other than shares (1) held by Milacron as treasury stock or owned by Hillenbrand or Merger Sub, which will be canceled, (2) held by any wholly owned subsidiary of either Milacron or Hillenbrand (other than Merger Sub), which will be converted into shares of common stock of the surviving corporation (par value $0.01 per share) and (3) held by a holder who has not voted in favor of adoption of the merger agreement or consented thereto in writing and who has properly exercised appraisal rights in respect of such shares (and has not failed to perfect, withdrawn or otherwise lost such appraisal rights in respect of such shares) in accordance with the General Corporation Law of the State of Delaware) will be converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes. For more details on the merger consideration, see "The Merger Agreement—Merger Consideration; Fractional Shares" beginning on page 104.

         Based on Hillenbrand's closing stock price of $29.78 on October 16, 2019, the most recent practicable date for which such information was available prior to the date of this proxy statement/prospectus, the merger consideration represented approximately $16.60 in value per share of Milacron common stock, which represents a premium of approximately 22.7% over Milacron's closing stock price on July 11, 2019, the last trading day before Milacron announced it had entered into the merger agreement with Hillenbrand. The value of the stock portion of the merger consideration to be received in exchange for each share of Milacron common stock will fluctuate with the market value of Hillenbrand common stock until the transaction is complete. As a result, the value of the merger consideration that Milacron stockholders will receive upon completion of the merger could be greater than, less than or the same as the value of the merger consideration on the date of this proxy statement/prospectus or at the time of the Milacron special meeting. Shares of Milacron common stock and Hillenbrand common stock are traded on the NYSE under the symbols "MCRN" and "HI," respectively. We urge you to obtain current market quotations for the shares of common stock of Hillenbrand and Milacron. Upon completion of the merger, Hillenbrand shareholders will own approximately 84% of the combined company, and Milacron stockholders will own approximately 16%.

         Milacron is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about this meeting, the merger and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such stockholder's behalf. Such proxy need not be a holder of Milacron common stock. We urge you to read this proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the "Risk Factors" section beginning on page 36.

         Your vote is very important regardless of the number of shares of Milacron common stock that you own. The merger cannot be completed without the adoption of the merger agreement and approval of the merger by the affirmative vote of a majority of the outstanding shares of Milacron common stock entitled to vote at the special meeting. A failure to vote your shares, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the proposal to adopt the merger agreement and approve the merger.

         Whether or not you plan to attend the special meeting of stockholders, please submit your proxy as soon as possible to make sure that your shares are represented at the meeting.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

         This proxy statement/prospectus is dated October 18, 2019, and is first being mailed to stockholders of Milacron on or about October 21, 2019.

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MILACRON HOLDINGS CORP.

10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on November 20, 2019

To the Stockholders of Milacron Holdings Corp.:

        We are pleased to invite you to attend the special meeting of stockholders of Milacron Holdings Corp., a Delaware corporation, or Milacron, which will be held at the offices of Ropes & Gray LLP located at 1211 Avenue of the Americas, New York, New York, 10036, on November 20, 2019, at 9:00 a.m. (Eastern Time) for the following purposes:

        1.     Adoption of the Merger Agreement.    To vote on a proposal to adopt the Agreement and Plan of Merger, dated as of July 12, 2019, by and among Hillenbrand, Inc., Bengal Delaware Holding Corporation and Milacron Holdings Corp. (which is referred to as the merger agreement, as the same may be amended from time to time), and approve the merger contemplated thereby, which is further described in the sections titled "The Merger" and "The Merger Agreement," beginning on pages 49 and 104, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice, which is referred to as the merger proposal;

        2.     Merger-Related Compensation.    To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Milacron's named executive officers in connection with the merger contemplated by the merger agreement, which is referred to as the merger-related compensation proposal; and

        3.     Adjournment of the Special Meeting.    To vote on a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal, which is referred to as the adjournment proposal.

        Milacron will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment thereof by or at the direction of the Milacron board of directors, which is referred to as the Milacron Board. Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

        The Milacron Board has fixed the close of business on October 18, 2019 as the record date for the special meeting. Only Milacron stockholders of record at that time are entitled to receive notice of, and to vote at, the special meeting or any adjournment thereof. A complete list of such stockholders will be available for inspection by any stockholder for any purpose germane to the special meeting during ordinary business hours for the 10 days preceding the special meeting at Milacron's principal place of business. The eligible Milacron stockholder list will also be available at the special meeting for examination by any stockholder of record present at such meeting.

        If you plan to attend the special meeting, admission will be by ticket only. If you are a registered stockholder (your shares are held in your name), you should bring the top portion of the proxy card, which will serve as your admission ticket. If you are a beneficial owner (your shares are held in the name of a bank, broker or other holder of record) and plan to attend the meeting in person, you must obtain an admission ticket in advance by writing to Milacron Holdings Corp., c/o Innisfree M&A

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Incorporated, 501 Madison Avenue, 20th Floor, New York, New York, 10022. Please be sure to enclose proof of ownership, such as the voting instruction form from your broker or other nominee or an account statement. You will also be required to present valid, government-issued photo identification, such as a driver's license or passport, to be admitted to the special meeting.

        Completion of the merger is conditioned upon adoption of the merger agreement and approval of the merger by the Milacron stockholders, which requires the affirmative vote of a majority of the outstanding shares of Milacron common stock entitled to vote at the special meeting.

        The Milacron Board has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, determined that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interest of Milacron and its stockholders, and unanimously recommends that Milacron stockholders vote:

•

"FOR" the merger proposal;  



•

"FOR" the merger-related compensation proposal; and  



•

"FOR" the adjournment proposal.  

        Your vote is very important regardless of the number of shares of common stock that you own. A failure to vote your shares, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the merger proposal. Whether or not you expect to attend the special meeting in person, to ensure your representation at the special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (1) visiting the Internet site listed on the proxy card, (2) calling the toll-free number listed on the Milacron proxy card or (3) submitting your proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Milacron stock who is present at the special meeting may vote in person, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the accompanying document. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by the broker, bank or other nominee.

        The enclosed proxy statement/prospectus provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read this proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of common stock, please contact Milacron's proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20^th Floor
New York, New York 10022
Stockholders may call toll-free: (877) 825-8772
Banks and brokers may call collect: (212) 750-5833

By Order of the Milacron Holdings Corp. Board of Directors,

Cincinnati, Ohio
October 18, 2019

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REFERENCES TO ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates by reference important business and financial information about Hillenbrand and Milacron from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see "Where You Can Find More Information" beginning on page 180.

        You can obtain any of the documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone as follows:

For information related to Milacron:
Innisfree M&A Incorporated
501 Madison Avenue, 20^th Floor
New York, New York 10022
Stockholders may call toll-free: (877) 825-8772
Banks and brokers may call collect: (212) 750-5833

For information related to Hillenbrand:
Hillenbrand, Inc.
One Batesville Boulevard
Batesville, Indiana 47006
Attention: Investor Relations
(812) 931 6000

        To receive timely delivery of the documents in advance of the special meeting, you should make your request no later than November 13, 2019, which is five business days before the special meeting.

        You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the Securities and Exchange Commission, or the SEC, website at www.sec.gov. In addition, you may obtain copies of documents filed by Hillenbrand with the SEC on Hillenbrand's Internet website at https://www.hillenbrand.com under the tab "Investors," then under the tab "Financial Reports" and subtab "SEC Filings" or by contacting Hillenbrand's Investor Relations at Hillenbrand, Inc., One Batesville Boulevard, Batesville, Indiana 47006 or by calling (812) 931 6000. You may also obtain copies of documents filed by Milacron with the SEC on Milacron's Internet website at https://www.milacron.com under the tab "Investors" and then under the heading "SEC Filings" or by contacting Milacron's Investor Relations at 10200 Alliance Road, Suite 200, Cincinnati, Ohio 45242 Attn: Bruce Chalmers, or by calling (513) 487-5000.

        We are not incorporating the contents of the websites of the SEC, Hillenbrand, Milacron, or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Hillenbrand (File No. 333-233699), constitutes a prospectus of Hillenbrand under Section 5 of the Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the shares of common stock, no par value, of Hillenbrand to be issued to Milacron stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of Milacron under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act. It also constitutes a notice of meeting with respect to the Milacron stockholders' meeting, at which Milacron stockholders will be asked to consider and vote upon the proposal to adopt the merger agreement and approve the merger and certain other proposals.

        All references in this proxy statement/prospectus to Hillenbrand refer to Hillenbrand, Inc., an Indiana corporation, and/or its consolidated subsidiaries, unless the context requires otherwise. All references in this proxy statement/prospectus to Milacron refer to Milacron Holdings Corp., a Delaware corporation, and/or its consolidated subsidiaries, unless the context requires otherwise. All references in this proxy statement/prospectus to Merger Sub refer to Bengal Delaware Holding Corporation, a Delaware corporation and wholly owned subsidiary of Hillenbrand, unless the context requires otherwise.

        Hillenbrand has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to Hillenbrand and Bengal Delaware Holding Corporation, and Milacron has supplied all such information relating to Milacron.

        You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. Hillenbrand and Milacron have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth above on the cover page of this proxy statement/prospectus, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Milacron stockholders nor the issuance by Hillenbrand of shares of common stock pursuant to the merger agreement will create any implication to the contrary.

        This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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QUESTIONS & ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

        The following questions and answers briefly address some commonly asked questions about the merger, the merger agreement and the special meeting. They may not include all the information that is important to stockholders of Milacron. Stockholders should carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference herein.

Q:    What is the merger?

A:

Hillenbrand, Milacron and Merger Sub have entered into an Agreement and Plan of Merger, dated as of July 12, 2019, which (as the same may be amended from time to time) is referred to as the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of Milacron by Hillenbrand. Under the merger agreement, subject to satisfaction or (to the extent permitted by law) waiver of the conditions set forth in the merger agreement and described hereinafter, Merger Sub will merge with and into Milacron, with Milacron continuing as the surviving corporation and a wholly owned subsidiary of Hillenbrand, in a transaction which is referred to as the merger. As a result of the merger, Milacron will no longer be a publicly-held company. Following the merger, Milacron common stock will be delisted from the New York Stock Exchange, which is referred to as the NYSE, and deregistered under the Exchange Act.

Q:    Why am I receiving these materials?

A:

Milacron is sending these materials to its stockholders to help them decide how to vote their shares of common stock with respect to the merger and other matters to be considered at the special meeting.

The merger cannot be completed unless Milacron stockholders adopt the merger agreement and approve the merger. Milacron is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about the special meeting, the merger, the merger agreement and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus.

This proxy statement/prospectus constitutes both a proxy statement of Milacron and a prospectus of Hillenbrand. It is a proxy statement because the Milacron board of directors, which is referred to as the Milacron Board, is soliciting proxies from Milacron's stockholders. It is a prospectus because Hillenbrand will issue shares of its common stock in exchange for outstanding shares of Milacron common stock in the merger. This proxy statement/prospectus includes important information about the merger, the merger agreement and the special meeting. Milacron stockholders should read this information carefully and in its entirety. The enclosed voting materials allow stockholders to vote their shares by proxy without attending the special meeting in person.

Q:    What will Milacron stockholders receive in the merger?

A:

If the merger is completed, each share of Milacron common stock (other than shares (1) held by Milacron as treasury stock or owned by Hillenbrand or Merger Sub, which will be canceled, (2) held by any wholly owned subsidiary of either Milacron or Hillenbrand (other than Merger Sub), which will be converted into shares of common stock of the surviving corporation (par value $0.01 per share) or (3) held by a holder who has not voted in favor of adoption of the merger agreement or consented thereto in writing and who has properly exercised appraisal rights in respect of such shares (and has not failed to perfect, withdrawn or otherwise lost such appraisal rights in respect of such shares) in accordance with the General Corporation Law of the State of Delaware (which is referred to as the DGCL), all of which are collectively referred to herein as excluded shares) will be converted into (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any

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applicable withholding taxes. The cash and Hillenbrand stock payable in exchange for each such share of Milacron common stock are collectively referred to as the merger consideration.

If the Hillenbrand stock price was calculated based on the average of the volume-weighted average prices per share of Hillenbrand common stock for each of the 10 consecutive trading days ending immediately prior to October 17, 2019, the most recent practicable date for which such information was available, holders of Milacron common stock would receive $11.80 in cash, without interest, and 0.1612 shares of Hillenbrand common stock, representing total merger consideration of approximately $16.49 per share of Milacron common stock. The actual value of the merger consideration may well differ from this example, given the Hillenbrand stock price will not be determinable until the trading day prior to the closing of the merger. The common stock of Hillenbrand is listed on the New York Stock Exchange under the symbol "HI," and the common stock of Milacron is listed on the New York Stock Exchange under the symbol "MCRN." We urge you to obtain current market quotations for the shares of common stock of Hillenbrand and Milacron.

No fractional shares of Hillenbrand common stock will be issued in the merger. Each holder of shares of Milacron common stock or equity award that will convert into the right to receive Hillenbrand common stock and who otherwise would have been entitled to a fraction of a share of Hillenbrand common stock will be entitled to receive, in lieu of such fractional share, an amount of cash (rounded down to the nearest whole cent), without interest, equal to (1) the amount of the fractional share interest in a share of Hillenbrand common stock to which such holder would otherwise be entitled (rounded to three decimal places) multiplied by (2) the volume weighted average trading price of Hillenbrand common stock for the ten consecutive trading days ending on the trading day immediately preceding the date the merger is completed. No such holder of a fractional share interest will be entitled to dividends, voting rights or any other rights in respect of any fractional share.

Q:    How will Hillenbrand pay the cash component of the merger consideration?

A:

Hillenbrand's obligation to complete the merger is not conditioned upon its obtaining financing. Hillenbrand estimates that approximately $1.7 billion will be required to pay the aggregate cash portion of the merger consideration, to pay off Milacron's existing debt and to pay fees and expenses relating to the transaction. In connection with the proposed transaction, Hillenbrand entered into a commitment letter on July 12, 2019, pursuant to which JPMorgan Chase Bank, N.A. committed to fully provide a 364-day senior unsecured bridge facility in an aggregate principal amount of $1.1 billion. Hillenbrand expects to permanently finance the cash portion of the transaction, pay off Milacron's outstanding debt upon completion of the merger, and pay fees, costs and expenses associated with the transaction with available cash, as well as, (i) approximately $375 million in aggregate principal amount of unsecured 4.500% senior notes due 2026 issued in an underwritten public offering completed on September 25, 2019 and (ii) borrowings under its third amended and restated credit agreement, as most recently amended on October 8, 2019, in the form of approximately $725 million of new term loan debt and approximately $638.1 million of borrowings under Hillenbrand's revolving credit facility. The commitments under the bridge facility commitment letter have been reduced to zero with the commitments for such term loans and with the proceeds from such securities offering, and the bridge facility commitment letter has been terminated.

For a more complete description of sources of funding for the merger and related costs, see "The Merger—Financing of the Merger and Treatment of Existing Debt" beginning on page 95.

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Q:    What equity stake will Milacron stockholders hold in Hillenbrand immediately following the merger?

A:

Upon the completion of the merger, each Milacron stockholder will receive 0.1612 shares of Hillenbrand common stock in return for each share of Milacron common stock, which will result in former Milacron stockholders holding approximately 16% of the combined company.

Q:    When do Hillenbrand and Milacron expect to complete the transaction?

A:

Hillenbrand and Milacron are working to complete the transaction as soon as practicable. We currently expect that the transaction will be completed in the fourth quarter of 2019. Neither Hillenbrand nor Milacron can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company's control, including obtaining the necessary regulatory approvals.

Q:    What are the conditions to completion of the merger?

A:

In addition to the approval of the merger proposal by Milacron stockholders as described above, completion of the merger is subject to the satisfaction of a number of other conditions, including (1) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is referred to as the HSR Act, and any clearance or approval of regulatory authorities in Austria, Germany, Poland, Canada, China and, if applicable, the European Union having been obtained, (2) no governmental authority of any competent jurisdiction having issued or entered any order or enacted or promulgated any applicable law after the date of the merger agreement having the effect of restraining, enjoining or otherwise prohibiting the completion of the merger and (3) the absence of a material adverse effect (as defined in the merger agreement) on either Hillenbrand or Milacron. The waiting period under the HSR Act expired at 11:59 p.m. (Eastern Time) on August 26, 2019. The parties received the necessary regulatory approvals in Austria on September 6, 2019, in Germany on August 28, 2019, in Poland on September 27, 2019, in Canada on September 4, 2019, and in China on September 16, 2019.

See "The Merger Agreement—Conditions to the Merger" beginning on page 124.

Q:    What am I being asked to vote on, and why is this approval necessary?

A:

Milacron stockholders are being asked to vote on the following proposals:

1.

Adoption of the Merger Agreement.    To vote on a proposal to adopt the merger agreement, as the same may be amended from time to time and approve the merger contemplated thereby, which is further described in the sections titled "The Merger" and "The Merger Agreement," beginning on pages 49 and 104, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice, which is referred to as the merger proposal;

2.

Merger-Related Compensation.    To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Milacron's named executive officers in connection with the merger contemplated by the merger agreement, which is referred to as the merger-related compensation proposal; and

3.

Adjournment of the Special Meeting.    To vote on a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal, which is referred to as the adjournment proposal.

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Approval of the merger proposal by Milacron stockholders is required for completion of the merger.

Q:    What vote is required to approve each proposal at the Special Meeting?

A:

The merger proposal:    The affirmative vote of a majority of the outstanding shares of Milacron common stock and entitled to vote (in person or by proxy) at the special meeting is required to approve the merger proposal, which is referred to as the stockholder approval.

The merger-related compensation proposal:    The affirmative vote of a majority of the shares of Milacron common stock represented (in person or by proxy) at the special meeting and voting on the proposal, assuming a quorum, is required to approve the merger-related compensation proposal.

The adjournment proposal:    The affirmative vote of a majority of the shares of Milacron common stock represented (in person or by proxy) at the special meeting and voting on the proposal, assuming a quorum, is required to approve the adjournment proposal. If a quorum is not present at the special meeting, the chairperson of the special meeting will have the power to adjourn the meeting without a vote of the stockholders.

Q:    How many votes do I have?

A:

Each Milacron stockholder is entitled to one vote for each share of Milacron common stock held of record as of the record date.

As of the close of business on the record date, there were 70,495,009 shares of Milacron common stock outstanding and entitled to vote. As summarized below, there are some important distinctions between shares held of record and those owned beneficially in "street name."

Q:    What constitutes a quorum?

A:

The presence at the special meeting, in person or by proxy, of the holders of record of a majority in voting power of the shares entitled to vote at the special meeting of stockholders will constitute a quorum for the transaction of business at the special meeting. Abstentions (shares present at the meeting in person or by proxy that are voted "ABSTAIN") will be counted as present for purposes of determining the establishment of a quorum for the transaction of business at the special meeting.

Q:    How does the Milacron Board recommend that I vote?

A:

The Milacron Board unanimously recommends that Milacron stockholders vote: "FOR" the merger proposal, "FOR" the merger-related compensation proposal, and "FOR" the adjournment proposal.

Q:    Why did the Milacron Board approve the merger agreement and the transactions contemplated by the merger agreement, including the merger?

A:

For additional information regarding the Milacron Board's reasons for approving and recommending the adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, see the section entitled "The Merger—Milacron Board of Directors' Recommendation and Reasons for the Merger" beginning on page 64.

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Q:    Do any of Milacron's directors or executive officers have interests in the merger that may differ from those of Milacron stockholders?

A:

Milacron's directors and executive officers have certain interests in the merger that may be different from, or in addition to, the interests of Milacron stockholders generally. The Milacron Board was aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger and in recommending that the stockholders adopt the merger agreement. For more information regarding these interests, see "The Merger—Interests of Directors and Executive Officers of Milacron in the Merger" beginning on page 83.

Q:    Why am I being asked to consider and vote on a proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation?

A:

Under SEC rules, Milacron is required to seek an advisory (non-binding) vote with respect to the compensation that may be paid or become payable to its named executive officers that is based on, or otherwise relates to, the merger.

Q:    What happens if the merger-related compensation proposal is not approved?

A:

Approval of the merger-related compensation proposal is not a condition to completion of the merger, and because the vote on the merger-related compensation proposal is advisory only, it will not be binding on Milacron. Accordingly, if the merger is approved and the other conditions to closing are satisfied or waived, the merger will be completed even if the merger-related compensation proposal is not approved. If the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to Milacron's named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the merger-related compensation proposal.

Q:    What do I need to do now?

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, please vote your shares of Milacron common stock as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Please do not submit your stock certificates at this time. If the merger is completed, you will receive instructions for surrendering your stock certificates in exchange for the merger consideration.

Q:    Does my vote matter?

A:

Yes. The merger cannot be completed unless the proposal to adopt the merger agreement is approved by holders of a majority of the outstanding shares of Milacron common stock entitled to vote at the special meeting. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the effect of a vote cast "AGAINST" such proposal. The Milacron Board unanimously recommends that stockholders vote "FOR" the proposal to adopt the merger agreement and approve the merger.

Q:    How do I vote?

A:

If you are a stockholder of record of Milacron as of the close of business on October 18, 2019, which is referred to as the record date, you are entitled to receive notice of, and cast a vote at, the

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special meeting. Each holder of Milacron common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of Milacron common stock that such holder owned of record as of the record date. You may submit your proxy before the special meeting in one of the following ways:

•

Telephone voting—use the toll-free number shown on your proxy card;



•

Via the Internet—visit the website shown on your proxy card to vote via the Internet; or



•

Mail—complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.


If you are a stockholder of record, you may also cast your vote in person at the special meeting.

If your shares are held in "street name," through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. "Street name" stockholders who wish to vote at the meeting will need to obtain a "legal proxy" form from their broker, bank or other nominee.

Q:    What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

You are a "stockholder of record" if your shares are registered directly in your name with Milacron's transfer agent, Computershare Trust Company, N.A. As the stockholder of record, you have the right to vote in person at the special meeting. You may also vote by Internet, telephone or mail, as described in the notice and above under the heading "How do I vote?" You are deemed to beneficially own shares in "street name" if your shares are held by a bank, brokerage firm or other nominee or other similar organization. Your bank, brokerage firm or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. If you beneficially own your shares, you are invited to attend the special meeting; however, you may not vote your shares in person at the special meeting unless you obtain a "legal proxy" from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Q:    If my shares are held in "street name" by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

A:

If your shares are held in "street name" in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in "street name" by returning a proxy card directly to Milacron or by voting in person at the special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Your broker, bank or other nominee is obligated to provide you with a voting instruction card for you to use.

Brokers who hold shares in "street name" for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters determined to be "non-routine" without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the special meeting are "non-routine" matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

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If you are a beneficial owner of Milacron shares and you do not instruct your broker, bank or other nominee on how to vote your shares:

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your broker, bank or other nominee may not vote your shares on the merger proposal, which broker non-votes, if any, will have the same effect as a vote "AGAINST" such proposal;



•

your broker, bank or other nominee may not vote your shares on the merger-related compensation proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal (assuming a quorum is present); and



•

your broker, bank or other nominee may not vote your shares on the adjournment proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal (regardless of whether a quorum is present).

Q:    When and where is the special meeting? What must I bring to attend the special meeting?

A:

The special meeting of Milacron stockholders will be held at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York, 10036, on November 20, 2019 at 9:00 a.m. (Eastern Time). Subject to space availability, all stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at 8:00 a.m. (Eastern Time).

If you plan to attend the special meeting, admission will be by ticket only and you must bring a valid, government-issued photo identification. If you are a registered stockholder (your shares are held in your name), you should bring the top portion of the proxy card, which will serve as your admission ticket. If you are a beneficial owner (your shares through a broker, bank or other holder of record you must obtain an admission ticket in advance by writing to Milacron Holdings Corp., c/o Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York, 10022. Please be sure to enclose proof of ownership, such as the voting instruction form from your broker or other nominee or an account statement.

Q:    What if I fail to vote or abstain?

A:

For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting in person and does not vote or returns a proxy with an "abstain" instruction.

Merger proposal:    An abstention will have the effect of a vote cast "AGAINST" the merger proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have the same effect of a vote cast "AGAINST" such proposal.

Merger-related compensation proposal:    An abstention will have the effect of a vote cast "AGAINST" the merger-related compensation proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the outcome of the merger-related compensation proposal (assuming a quorum is present).

Adjournment proposal:    An abstention will have the effect of a vote cast "AGAINST" the adjournment proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal (regardless of whether a quorum is present).

Q:    What will happen if I return my proxy or voting instruction card without indicating how to vote?

A:

If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted as recommended by the Milacron Board with respect to that proposal.

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Q:    What happens if I sell my shares of Milacron common stock after the record date but before the special meeting?

A:

The record date for the special meeting (the close of business on October 18, 2019) is earlier than the date of the special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of common stock after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration to be received by the stockholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q:    May I change or revoke my vote after I have delivered my proxy or voting instruction card?

A:

Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of the following four ways:

(1)

by logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case, if you are eligible to do so;

(2)

by sending a notice of revocation to the corporate secretary of Milacron;

(3)

by sending a completed proxy card bearing a later date than your original proxy card; or

(4)

by attending the special meeting and voting in person.

If you choose any of the first three methods, you must take the described action such that Milacron receives your revocation no later than the beginning of the special meeting.

If your shares are held in an account at a broker, bank or other nominee and you have delivered your voting instruction card or otherwise given instruction on how to vote your shares to your broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

Q:    Where can I find the voting results of the special meeting?

A:

The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, Milacron intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q:    What are the U.S. federal income tax consequences of the merger?

A:

The exchange of Milacron common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local or non-U.S. income or other tax laws. In general, for U.S. federal income tax purposes, a U.S. holder (as defined in "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 97) of Milacron common stock who receives the merger consideration in exchange for such U.S. holder's shares of Milacron common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the sum of the fair market value of the Hillenbrand common stock and the amount of cash, including cash in lieu of a fractional share of Hillenbrand common stock, received in the merger and (2) such U.S. holder's adjusted tax basis in the shares of Milacron common stock exchanged therefor.

A stockholder that is a non-U.S. holder (as defined under the caption, "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 97) will generally not be subject to U.S. federal income tax with respect to the exchange of Milacron common stock pursuant to the

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merger unless such non-U.S. holder has certain connections to the United States, but may be subject to backup withholding tax unless the non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

In certain circumstances, as the result of application of Section 304 of the Internal Revenue Code of 1986, which is referred to as the Code, a holder of Milacron common stock could be treated as receiving a dividend in an amount up to the cash consideration received by such holder in the merger. As a result of the possibility of such deemed dividend treatment, a non-U.S. holder of Milacron common stock may be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) with respect to the cash consideration received in the merger. Holders of Milacron common stock should consult their own tax advisors regarding the potential application of Section 304 of the Code to the merger.

For a more complete description of the U.S. federal income tax consequences of the merger, see "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 97.

This proxy statement/prospectus contains a discussion of the material U.S. federal income tax consequences of the merger. This discussion does not address any non-U.S. tax consequences, nor does it pertain to state or local income or other tax consequences. You should consult your own tax advisors regarding the particular U.S. federal income tax consequences of the merger to you in light of your particular circumstances, as well as the particular tax consequences to you of the merger under any state, local or non-U.S. income or other tax laws.

Q:    Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page 36. You also should read and carefully consider the risk factors of Hillenbrand and Milacron contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q:    Do I have appraisal rights in connection with the transaction?

A:

Subject to the closing of the merger, record holders of Milacron common stock who do not vote in favor of the merger proposal and otherwise comply fully with the requirements and procedures of Section 262 of the DGCL may exercise their rights of appraisal, which generally entitle stockholders to receive a lump sum cash payment equal to the fair value of their common stock exclusive of any element of value arising from the accomplishment or expectation of the merger. The "fair value" could be higher or lower than, or the same as, the merger consideration. A detailed description of the appraisal rights and procedures available to Milacron stockholders is included in "Appraisal Rights" beginning on page 173. The full text of Section 262 of the DGCL is attached as Annex C to this proxy statement/prospectus.

Q:    What will happen to my stock-based awards?

A:

Treatment of Stock Options

Upon completion of the merger, each then-outstanding stock option with a per share exercise price that is less than the per share value of the merger consideration, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement) in respect of each "net share" subject to such stock option, less applicable tax withholdings. With respect to each stock option, a "net share" is equal to (i) the product of (x) the number of shares of Milacron common stock subject to such stock option and (y) the excess of the

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per share value of the merger consideration over the per share exercise price of such stock option as of immediately prior to the completion of the merger, divided by (ii) the per share value of the merger consideration. Upon the completion of the merger, each then-outstanding stock option with a per share exercise price that is greater than or equal to the per share value of the merger consideration, whether vested or unvested, will be canceled for no consideration.

Treatment of Restricted Shares

Upon completion of the merger, each then-outstanding restricted share award that was granted prior to July 12, 2019 will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such restricted share award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings.

In the event that Milacron grants restricted share awards following July 12, 2019, any such restricted share awards that remain outstanding immediately prior to the completion of the merger will be converted into restricted share awards with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such restricted share award as of immediately prior to the completion of the merger and (ii) the sum of the stock portion of the per share merger consideration and the quotient obtained by dividing (x) the cash portion of the per share merger consideration by (y) the volume weighted average trading price of Hillenbrand common stock on the New York Stock Exchange for the ten consecutive trading days ending on the trading day immediately preceding the completion of the merger (the sum described in (ii) is also referred to as the equity award exchange ratio), with any fractional shares rounded down to the nearest whole share. The converted restricted share awards will have substantially the same terms and conditions as were applicable to such restricted share awards immediately prior to the completion of the merger, except the restricted share awards will be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

Treatment of Restricted Stock Units

Upon completion of the merger, each then-outstanding restricted stock unit, also referred to as RSU awards, that vests solely based on the satisfaction of time-based criteria and was granted prior to July 12, 2019 or was granted to a non-employee director of Milacron, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such RSU award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings; provided that the number of shares of Milacron common stock subject to each such RSU award granted to non-employee directors following July 12, 2019 will be prorated based on the number of days elapsed between January 1, 2020 and the date the merger is completed.

In the event that Milacron grants RSU awards following July 12, 2019, any such RSU awards (other than those granted to non-employee directors) that remain outstanding immediately prior to the completion of the merger will be converted into RSU awards with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such RSU award and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted RSU awards will have substantially the same terms and conditions as were applicable to such RSU awards immediately prior to the completion of the merger, except the RSU awards will be subject to double trigger

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vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

Treatment of Performance Stock Units

Upon completion of the merger, each then-outstanding performance stock unit (i.e., a restricted stock unit that vests in whole or in part based on the satisfaction of performance-based criteria), also referred to as PSU awards, that was granted prior to July 12, 2019, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such PSU award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings; provided that, in the case of a PSU award subject to unsatisfied performance conditions for a performance period that includes the date the merger is completed, for purposes of calculating the payment of the merger consideration, the number of shares of common stock subject to such PSU award will be determined as though such performance conditions were satisfied at the applicable target level of performance.

In the event that Milacron grants PSU awards following July 12, 2019, any such PSU awards that remain outstanding immediately prior to the completion of the merger will be converted into Hillenbrand performance stock unit awards, or Hillenbrand PSU awards, with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such PSU award and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted PSU awards will have substantially the same terms and conditions as were applicable to such PSU awards immediately prior to the completion of the merger, provided that the board of directors of Hillenbrand, or a committee thereof, may adjust the performance-based vesting conditions applicable to such awards to reflect the merger. The PSU awards will also be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

Treatment of Stock Appreciation Rights

Upon completion of the merger, each then-outstanding award of stock appreciation rights, also referred to as SARs, with a per share strike price that is less than the per share value of the merger consideration, whether vested or unvested, will be canceled and converted into the right to receive a lump sum cash payment equal to the product of (i) the number of shares of Milacron common stock subject to such SAR and (ii) the excess of the per share value of the merger consideration over the per share strike price of such SAR as of immediately prior to the completion of the merger, less applicable tax withholdings. Upon the completion of the merger, each then-outstanding SAR with a per share strike price that is greater than or equal to the per share value of the merger consideration, whether vested or unvested, will be canceled for no consideration.

Q:    Whom should I contact if I have any questions about the proxy materials or voting?

A:

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Innisfree M&A Incorporated, the proxy solicitation agent for Milacron, toll-free at (877) 825-8772 or (212) 750-5833 (bankers and brokers call collect).

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF HILLENBRAND

        The following table presents selected historical consolidated financial data for Hillenbrand as of and for the fiscal years ended September 30, 2018, 2017, 2016, 2015 and 2014. This information has been derived from Hillenbrand's audited consolidated financial statements. The historical consolidated financial data as of and for the nine months ended June 30, 2019 and 2018 has been derived from Hillenbrand's unaudited condensed consolidated financial statements.

        The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in Hillenbrand's Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and Hillenbrand's Quarterly Report on Form 10-Q for the nine months ended June 30, 2019, including the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes therein. See the section entitled "Where You Can Find More Information" beginning on page 180.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MILACRON

        The following table presents selected historical consolidated financial data for Milacron as of and for the periods and as the fiscal years ended December 31, 2018, 2017, 2016, 2015 and 2014. This information is derived from Milacron's audited consolidated financial statements. The selected historical consolidated financial data as of and for the six months ended June 30, 2019 and 2018 has been derived from Milacron's unaudited condensed consolidated financial statements.

        In May 2019, Milacron entered into a definitive agreement with OC Spartan Acquisition, Inc., or OC, to sell substantially all of the assets of its Uniloy blow molding business to OC for a purchase price of $52.0 million. The Uniloy blow molding business is reflected as a discontinued operation in the selected historical consolidated financial data for the years ended December 31, 2018, 2017 and 2016 and as of December 31, 2018 and 2017. The selected historical consolidated financial data for the years ended December 31, 2015 and 2014 and as of December 31, 2016, 2015 and 2014 does not reflect the classification of Milacron's Uniloy blow molding business as a discontinued operation.

        The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in Milacron's Current Report on Form 8-K filed with the SEC on September 6, 2019, Milacron's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Milacron's Quarterly Report on Form 10-Q for the six months ended June 30, 2019, including the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes therein. See the section entitled "Where You Can Find More Information" beginning on page 180.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following selected unaudited pro forma condensed combined financial information gives effect to the merger and the related financing transactions as described in the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 138. The selected unaudited pro forma condensed combined balance sheet data as of June 30, 2019 give effect to the merger as if it had been completed on June 30, 2019. The selected unaudited pro forma condensed combined statements of income data for the fiscal year ended September 30, 2018 and for the nine months ended June 30, 2019 give effect to the merger as if it had been completed on October 1, 2017.

        Hillenbrand and Milacron have different fiscal year ends. As Milacron's fiscal year ended December 31 is within 93 days of Hillenbrand's fiscal year ended September 30, Hillenbrand's pro forma condensed combined statement of income for the year ended September 30, 2018 includes Milacron's operating results for its respective fiscal year ended December 31, 2018 as permitted by Rule 11-02 of Regulation S-X. The unaudited condensed combined income statement for the nine months ended June 30, 2019 combines the historical results of Hillenbrand for the nine months ended June 30, 2019 and the historical results of Milacron for the nine months ended June 30, 2019, derived by combining Milacron's six month unaudited consolidated statement of income for the six months ended June 30, 2019 and Milacron's unaudited consolidated statement of income for the three months ended December 31, 2018.

        The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial information. In addition, the pro forma financial information were based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of Hillenbrand and Milacron for the applicable periods, which have been incorporated in this proxy statement/prospectus by reference. See the sections entitled "Unaudited Pro Forma Condensed Combined Financial Information" and "Where You Can Find More Information" beginning on page 138 and page 180, respectively, for additional information.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        The following table summarizes unaudited per share data (i) for Hillenbrand and Milacron on a historical basis, (ii) for Hillenbrand on a pro forma combined basis giving effect to the merger and (iii) on a pro forma combined equivalent basis calculated by multiplying the pro forma combined data by the exchange ratio of 0.1612. These computations exclude the $11.80 per share cash portion of the merger consideration.

        The unaudited pro forma per share information reflects the merger and related transactions as if they had occurred on October 1, 2017 in the case of income from continuing operations per share, and as if they had occurred on June 30, 2019 and September 30, 2018 in the case of book value per share. The information in the table is based on, and should be read together with, the historical financial information of Hillenbrand and Milacron, which is incorporated by reference in this proxy statement/prospectus and the financial information contained under "Unaudited Pro Forma Condensed Combined Financial Information," "Selected Historical Financial Data—Selected Historical Consolidated Financial Data of Hillenbrand" and "Selected Historical Financial Data—Selected Historical Consolidated Financial Data of Milacron" beginning on page 138, page 27 and page 28, respectively. See the section entitled "Where You Can Find More Information" beginning on page 180.

        The unaudited pro forma combined per share data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the merger had been completed as of the dates indicated or will be realized upon the completion of the merger. The summary pro forma information is preliminary, based on initial estimates of the fair value of assets acquired (including intangible assets) and liabilities assumed, and is subject to change as more information regarding the fair values is obtained, which changes could be materially different than the initial estimates.

        Hillenbrand declared and paid dividends during the periods presented. For more information on dividends of Hillenbrand, see the section entitled "Comparative Per Share Market Price and Dividend Information" beginning on page 32.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Hillenbrand Market Price and Dividend Information

        Hillenbrand's common stock is listed on the NYSE under the symbol "HI." The following table sets forth the high and low prices per share for Hillenbrand's common stock and cash dividends declared for the periods indicated. Hillenbrand's fiscal year ends on September 30.