TO THE SHAREHOLDERS OF HILL-ROM HOLDINGS, INC.:

On September 1, 2021, Hill-Rom Holdings, Inc. (“Hillrom”) entered into a definitive merger agreement (the “merger agreement”) to be acquired by Baxter International Inc. (“Baxter”). Pursuant to the terms of the merger agreement, Bel Air Subsidiary, Inc. (“Merger Sub”), an entity formed by Baxter for the sole purpose of effecting the acquisition, will be merged with and into Hillrom (the “merger”), with Hillrom surviving the merger as a direct wholly owned subsidiary of Baxter.

If the merger is completed, Hillrom shareholders will have the right to receive cash in the amount of $156.00 for each share of Hillrom common stock that they own immediately prior to the effective time of the merger (the “effective time”).

We will hold a special meeting of our shareholders (the “special meeting”) in connection with the proposed merger at 130 E. Randolph Street, Suite 1000, Chicago, Illinois 60601 on December 2, 2021 at 3:00 PM, Central Time (unless the special meeting is adjourned or postponed). At the special meeting, shareholders will be asked to vote on the proposal to approve the merger agreement. A failure to vote your shares of Hillrom common stock or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

We cannot complete the merger unless Hillrom shareholders approve the merger agreement. The affirmative vote of the holders of a majority of the outstanding shares of Hillrom common stock entitled to vote at the special meeting is required to approve the merger agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the special meeting in person or, in the event the special meeting is held by means of remote communication, virtually, please vote or otherwise submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the special meeting. A failure to vote your shares of Hillrom common stock or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

The Hillrom board of directors has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. After careful consideration, the Hillrom board of directors unanimously recommends that Hillrom shareholders vote “FOR” the proposal to approve the merger agreement.

The obligations of Hillrom and Baxter to complete the merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about Hillrom, the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement.

Thank you for your confidence in Hillrom.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, passed upon the merits or fairness of the merger agreement or the transactions contemplated thereby, including the proposed merger, or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated October 20, 2021, and, together with the enclosed form of proxy, is first being mailed to Hillrom shareholders on or about October 21, 2021.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE VOTE OVER THE INTERNET OR BY CALLING THE TELEPHONE NUMBER USING THE INSTRUCTIONS ON YOUR PROXY CARD OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE SPECIAL MEETING IN

PERSON OR, IN THE EVENT THE SPECIAL MEETING IS HELD BY MEANS OF REMOTE COMMUNICATION, VIRTUALLY, AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED BY FOLLOWING THE PROCEDURES OUTLINED IN THE ACCOMPANYING PROXY STATEMENT OR, IF THE SPECIAL MEETING IS HELD VIRTUALLY, IN THE PRESS RELEASE TO BE ISSUED BY HILLROM.

Your proxy may be revoked at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

Please note that we intend to limit attendance at the special meeting to common shareholders as of the record date (or their authorized representatives). If your shares are held by a broker, bank or other nominee, please bring to the special meeting your account statement evidencing your beneficial ownership of Hillrom common stock as of the record date. All shareholders should also bring photo identification.

The proxy statement of which this notice forms a part provides a detailed description of the merger agreement, the merger and the other transactions contemplated by the merger agreement. We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Hillrom common stock, please contact Hillrom’s proxy solicitor:

The following are brief answers to certain questions that you, as a shareholder of Hillrom, may have regarding the merger agreement, the merger, the special meeting and the proposals being considered at the special meeting. Hillrom urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the merger agreement, the merger and the special meeting. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this proxy statement.

In considering the recommendation of the Hillrom Board to vote in favor of the approval and adoption of the merger agreement, Hillrom shareholders should be aware that Hillrom’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Hillrom shareholders generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger—Interests of Hillrom’s Directors and Executive Officers in the Merger” beginning on page 48.

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements concerning general economic conditions, our financial condition, results of operations, cash flows and business and our expectations or beliefs concerning future events, including the demand for our products, the ability to operate our manufacturing sites at full capacity, future supplies of raw materials for our operations, product launches, share repurchases, international market conditions, expectations regarding our liquidity, our capital spending, plans for future acquisitions and divestitures, and our operating plans; and any statements using phases such as we or our management “expects,” “anticipates,” “believes,” “estimates,” “intends,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook” or other similar words or phrases are forward-looking statements that involve certain factors, risks and uncertainties that could cause Hillrom’s actual results to differ materially from those anticipated. Such factors, risks and uncertainties include:

For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to Hillrom’s Annual Report on Form 10-K for the year ended September 30, 2020 and in other documents filed by Hillrom with the SEC, including subsequent Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. Hillrom is providing the information in this communication as of this date and assumes no obligation to update or revise the forward-looking statements in this communication because of new information, future events, or otherwise.

Hill-Rom Holdings, Inc. (“Hillrom”) is a global medical technology leader whose mission is to enhance outcomes for patients and their caregivers by Advancing Connected Care™. Hillrom’s products and services help enable earlier diagnosis and treatment, optimize surgical efficiency and accelerate patient recovery while simplifying clinical communication and shifting care closer to home. Shares of Hillrom common stock are listed with, and trade on, the New York Stock Exchange (the “NYSE”) under the symbol “HRC.” For additional information, visit www.hillrom.com. The information provided on the Hillrom website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to the Hillrom website provided in this proxy statement.

Our principal executive offices are maintained at 130 E. Randolph Street, Suite 1000, Chicago, Illinois 60601, telephone number (312) 819-7200.

Baxter International Inc. (“Baxter”) is a leading global medical products company which, through its subsidiaries, provides a broad portfolio of essential healthcare products and services used by hospitals, kidney dialysis centers, nursing homes, rehabilitation centers, doctors’ offices and by patients at home under physician supervision. Baxter’s global footprint and the critical nature of its products and services play a key role in expanding access to healthcare in emerging and developed countries. As of December 31, 2020, Baxter manufactured products in over 20 countries and sold them in over 100 countries. For additional information, visit www.baxter.com. The Baxter website address is provided as an inactive textual reference only. The information provided on the Baxter website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to the Baxter website provided in this proxy statement.

Baxter common stock is listed on the NYSE, NYSE Chicago and SIX Swiss Exchange under the ticker symbol “BAX.”

Baxter’s principal executive offices are located at One Baxter Parkway, Deerfield, Illinois 60015, and its telephone number is (224) 948-2000.

Bel Air Subsidiary Inc. (“Merger Sub”) was formed solely for the purposes of entering into the merger agreement and engaging in the transactions contemplated by the merger agreement. Merger Sub is a direct, wholly owned subsidiary of Baxter and has not carried on any activities or operations to date, except for those activities incidental to its formation and the transactions contemplated by the merger agreement. Upon consummation of the merger, Merger Sub will be merged with and into Hillrom and will cease to exist, with Hillrom surviving the merger as a wholly owned subsidiary of Baxter.

Merger Sub’s principal executive offices are located at One Baxter Parkway, Deerfield, Illinois 60015, and its telephone number is (224) 948-2000.

This proxy statement is being provided to the shareholders of Hillrom as part of a solicitation of proxies by the Hillrom Board for use at the special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement provides shareholders of Hillrom with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

The special meeting is scheduled to be held at 130 E. Randolph Street, Suite 1000, Chicago, Illinois 60601 on December 2, 2021, 3:00 PM, Central Time.

At the special meeting, Hillrom shareholders will be asked to consider and vote on the following proposals:

Hillrom shareholders must approve the merger agreement for the merger to occur. If the Hillrom shareholders fail to approve the merger agreement, the merger will not occur.

Hillrom does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof. If any other matters are properly presented at the special meeting or any adjournment or postponement thereof for consideration, however, the holders of the proxies will have discretion to vote on these matters in accordance with their best judgment.

After careful consideration, the Hillrom Board unanimously approved and adopted the merger agreement, merger and the transactions contemplated thereby. Certain factors considered by the Hillrom Board in reaching its decision to approve and adopt the merger agreement and approve the merger can be found in the section entitled “The Merger—Reasons for the Merger” of this proxy statement.

The Hillrom Board unanimously recommends that the Hillrom shareholders vote “FOR” the proposal to approve the merger agreement, “FOR” the adjournment proposal and “FOR” the named executive officer merger-related compensation proposal.

Only holders of record of Hillrom common stock at the close of business on October 18, 2021, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting. At the close of business on the record date, 65,899,666 shares of Hillrom common stock were issued and outstanding.

Holders of record of Hillrom common stock are entitled to one vote for each share of Hillrom common stock they own at the close of business on the record date.

The presence at the special meeting, in person, or, in the event that the special meeting is held by means of remote communication, virtually, or by proxy, of the holders of a majority of the shares of Hillrom common stock issued and outstanding and entitled to vote on the record date will constitute a quorum. Any shares of Hillrom

common stock held by Hillrom or by any of its subsidiaries are not considered to be outstanding for purposes of determining a quorum. There must be a quorum for business to be conducted at the special meeting. Failure of a quorum to be represented at the special meeting will necessitate an adjournment or postponement and will subject Hillrom to additional expense. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. If you submit a properly executed proxy card, even if you abstain from voting, your shares will be counted for purposes of calculating whether a quorum is present at the special meeting.

The proposal to approve the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Hillrom common stock entitled to vote to approve the merger agreement. Approval of each of the adjournment proposal and the named executive officer merger-related compensation proposal requires the votes cast favoring such action to exceed the votes cast opposing such action. In addition, if a quorum does not exist, the chairman of the special meeting may adjourn the meeting to another place, date or time.

An abstention occurs when a shareholder attends a meeting, in person, or, in the event that the special meeting is held by means of remote communication, virtually, or by proxy, but abstains from voting. At the special meeting, abstentions will be counted in determining whether a quorum is present. Abstentions and a failure to vote your shares of Hillrom common stock (including the failure of a record owner to execute and return a proxy card and the failure of a beneficial owner of shares held in “street name” by a broker to give voting instructions to the broker) will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement. Neither abstentions nor a failure to vote your Hillrom common stock will have an effect on the outcome of the adjournment proposal or the named executive officer merger-related compensation proposal. For shares of Hillrom common stock held in “street name,” only shares of common stock affirmatively voted “FOR” the proposal to approve the merger agreement will be counted as a vote in favor of such proposal.

If no instruction as to how to vote is given (including an instruction to abstain) in an executed, duly returned and not revoked proxy, the proxy will be voted for (i) approval of the merger agreement, (ii) approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of such adjournment to approve the merger agreement and (iii) approval, on a non-binding, advisory basis, of certain compensation that will or may be paid or become payable to Hillrom’s named executive officers that is based on or otherwise relates to the merger.

Broker non-votes are shares held by brokers that are present in person, or, in the event that the special meeting is held by means of remote communication, virtually, or by proxy at the special meeting, but with respect to which the broker is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal. Because brokers do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of Hillrom common stock held in “street name” does not give voting instructions to the broker, then those shares will not be present in person, or, in the event that the special meeting is held by means of remote communication, virtually, or by proxy at the special meeting. Broker non-votes will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement and will have no effect on the adjournment proposal or the named executive officer merger-related compensation proposal. For shares of Hillrom common stock held in “street name,” only shares of common stock affirmatively voted “FOR” the proposal to approve the merger agreement will be counted as a vote in favor of such proposal.

If you are a registered shareholder and you do not sign and return your proxy card or vote by telephone, over the Internet or in person, or, in the event that the special meeting is held by means of remote communication, virtually, your shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists. A failure to vote your shares of Hillrom common stock (including the failure of a record owner to execute and return a proxy card and the failure of a beneficial owner of shares held in “street name” by a broker to give voting instructions to the broker) will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

If your shares are held in “street name” and you do not issue instructions to your broker, your broker may vote your shares at its discretion on routine matters, but may not vote your shares on non-routine matters. Under NYSE rules, all of the proposals in this proxy statement are non-routine matters. Accordingly, if your shares are held in street name and you do not issue instructions to your broker, your shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists. Broker non-votes will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement, and will have no effect on the adjournment proposal or the named executive officer merger-related compensation proposal. For shares of Hillrom common stock held in “street name,” only shares of common stock affirmatively voted “FOR” the proposal to approve the merger agreement will be counted as a vote in favor of such proposal.

If you plan to attend the special meeting and wish to vote in person, or, in the event that the special meeting is held by means of remote communication, virtually, you will be given a ballot at the special meeting. Please note that if your shares of Hillrom common stock are held by a broker, bank or other nominee, and you wish to vote at the special meeting, you must bring to the special meeting a proxy from the record holder (your broker, bank or other nominee) of the shares of Hillrom common stock authorizing you to vote at the special meeting.

You may also authorize the persons named as proxies on the proxy card to vote your shares by returning the proxy card by mail, through the Internet, or by telephone. Although Hillrom offers four different voting methods, Hillrom encourages you to vote over the Internet or by phone as Hillrom believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the special meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective and reliable alternatives to returning your proxy card by mail. If you choose to vote your shares over the Internet or by telephone, there is no need for you to mail back your proxy card.

To vote over the Internet, follow the instructions printed on your proxy card. If you vote over the Internet, you do not have to mail in a proxy card.

To vote by telephone, follow the instructions printed on your proxy card. If you vote by telephone, you do not have to mail in a proxy card.

To vote by proxy card, complete and sign the proxy card and mail it to the address indicated on the proxy card.

If you sign and return your signed proxy card without indicating how you want your shares of Hillrom common stock to be voted with regard to a particular proposal, or if you indicate that you wish to vote in favor of the proposal to approve the merger agreement but do not indicate a choice on the adjournment proposal or the named executive officer merger-related compensation proposal, your shares of Hillrom common stock will be voted in favor of each such proposal. Proxy cards that are returned without a signature will not be counted as present at the special meeting and cannot be voted.

If your shares are held by your broker, bank or other nominee, you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.

Any proxy given by a Hillrom shareholder may be revoked at any time before it is voted at the special meeting by doing any of the following:

“Street name” holders of Hillrom common stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

If your shares are held by your broker, bank or other nominee, often referred to as held in “street name,” you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.

The Hillrom Board is soliciting your proxy, and Hillrom will bear the cost of soliciting proxies. Innisfree has been retained to assist with the solicitation of proxies. Innisfree will be paid approximately $25,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of Hillrom common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Innisfree or, without additional compensation, by Hillrom, Baxter or certain of Hillrom’s or Baxter’s directors, officers and employees.

In addition to the proposal to approve the merger agreement, Hillrom shareholders are also being asked to approve a proposal that will give the Hillrom Board authority to adjourn the special meeting for the purpose of soliciting additional proxies in favor of the proposal to approve the merger agreement if there are not sufficient votes at the time of the special meeting to approve the merger agreement. If this proposal is approved, the special meeting could be adjourned by the Hillrom Board. In addition, the Hillrom Board could postpone the meeting before it commences, whether for the purpose of soliciting additional proxies or for other reasons. If the special meeting is adjourned for the purpose of soliciting additional proxies, shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you return a proxy and do not indicate how you wish to vote on any proposal, or if you indicate that you wish to vote in favor of the proposal to approve the merger agreement but do not indicate a choice on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.

If a quorum is not present, the chairman of the special meeting may adjourn the special meeting to another place, date or time.

You should not return your stock certificate or send documents representing Hillrom common stock with the proxy card. If the merger is completed, the paying agent for the merger will send you a letter of transmittal and instructions for exchanging your shares of Hillrom common stock for the per share merger consideration.

The discussion of the merger agreement and the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement.

Pursuant to the terms of the merger agreement, at the effective time, Merger Sub will be merged with and into Hillrom, with Hillrom surviving the merger as a direct wholly owned subsidiary of Baxter.

Upon the terms and subject to the conditions of the merger agreement, at the effective time, each share of Hillrom common stock issued and outstanding immediately prior to the effective time (other than excluded shares) will be converted into the right to receive cash without interest in the amount of $156.00, subject to any required tax withholding. At the effective time, all of the shares of Hillrom common stock (other than excluded shares held by a subsidiary of Hillrom) will cease to be outstanding, will be cancelled and will cease to exist, and each certificate formerly representing any of the shares of Hillrom common stock (other than excluded shares) will thereafter represent only the right to receive the per share merger consideration of $156.00 in cash, without interest, for each such share. Each excluded share owned, directly or indirectly, by Hillrom, a subsidiary of Hillrom, Baxter or Merger Sub (other than shares held on behalf of third parties) will cease to be outstanding, will be cancelled and will cease to exist without payment of any consideration.

If the merger agreement is not approved by the Hillrom shareholders or if the merger is not completed for any other reason, Hillrom shareholders will not receive any payment for their shares in connection with the merger. Instead, Hillrom will remain an independent public company. In addition, if the merger is not completed, Hillrom expects that management will operate Hillrom’s business in a manner similar to that in which it is being operated today and that Hillrom shareholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the competitive industry in which Hillrom operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is possible that the price of Hillrom common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Hillrom common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Hillrom common stock. If the merger is not completed, the Hillrom Board will continue to evaluate and review Hillrom’s business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the merger agreement is not approved by the Hillrom shareholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Hillrom will be offered or that Hillrom’s business, prospects or results of operation will not be adversely impacted.

In addition, if the merger agreement is terminated, under specified circumstances, Hillrom may be required to pay Baxter a termination fee in an amount equal to $367 million. The merger agreement also provides that Baxter may be required to pay Hillrom a termination fee equal to $420 million upon termination under certain specified circumstances. See “The Merger Agreement—Termination Fee Payable by Hillrom” and “The Merger Agreement—Termination Fee Payable by Baxter.”

Over the years, in the ordinary course of business, as part of our ongoing consideration and evaluation of our long-term strategic goals and plans, the Hillrom Board and Hillrom’s senior management have periodically reviewed, considered and assessed our priorities, operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. These reviews have included, among other items, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, as compared to the benefits and risks of continued operation as a standalone company, and have sometimes included outside financial and legal advisors.

On July 16, 2021, José (Joe) E. Almeida, Chairman, President and Chief Executive Officer of Baxter, placed a phone call to John P. Groetelaars, President and Chief Executive Officer of Hillrom. In that phone conversation, Mr. Almeida indicated that Baxter would be interested in acquiring Hillrom in an all-cash transaction for $144 per share and that following that telephone call, Mr. Almeida would be sending a letter to Mr. Groetelaars outlining the Baxter proposal. Mr. Groetelaars informed Mr. Almeida that he would discuss the proposal with the Hillrom Board.

Following the telephone call, Mr. Almeida emailed a letter to Mr. Groetelaars containing a non-binding indication of interest (the “July 16 Letter”) for Baxter to acquire all of the outstanding shares of Hillrom common stock at a value of $144 per share in cash. The July 16 Letter noted, among other things, that Baxter’s proposal was subject to the satisfactory completion of due diligence as well as the negotiation and execution of a merger agreement and other related documentation. The July 16 Letter also stated that the transaction would not be subject to a financing condition.

Following receipt of the July 16 Letter, the Hillrom Board held a meeting by videoconference on July 18, 2021 during which members of Hillrom’s senior management, representatives of Hillrom’s financial advisor, Goldman Sachs, and representatives of Hillrom’s legal counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), were present. At the meeting, Mr. Groetelaars described the July 16 Letter, which was provided to the Hillrom Board in advance of the meeting, as well as the July 16, 2021 telephone call that he had received from Mr. Almeida in connection with the July 16 Letter. The Hillrom Board discussed the proposal contained in the July 16, 2021 Letter, including in the context of Hillrom’s standalone plan and the current economic environment. Representatives of Wachtell Lipton provided an overview of the Hillrom Board’s fiduciary duties in the context of the Hillrom Board’s consideration of a proposal to acquire Hillrom. Representatives of Goldman Sachs provided an overview of the current market landscape and Hillrom’s performance, and described the actions that Goldman Sachs could take, with the assistance of Hillrom’s management, to assist the Hillrom Board in assessing the proposal. The Hillrom Board discussed potential next steps and directed management to work with Goldman Sachs and Wachtell Lipton to evaluate the proposal from financial and legal perspectives.

On July 19, 2021, Mr. Groetelaars emailed a letter to Mr. Almeida stating that the Hillrom Board would carefully review and consider the July 16 Letter, including with the assistance of Goldman Sachs and Wachtell Lipton, and stating that the Hillrom Board would respond to the July 16 Letter once it was prepared to do so.

On July 23, 2021, the Hillrom Board held a meeting by videoconference, which was attended by members of Hillrom’s senior management and representatives of Goldman Sachs and Wachtell Lipton. At the meeting, members of Hillrom senior management reviewed and discussed Hillrom’s long-range outlook and financial plan, including preliminary proposed projections prepared by management for discussion and review with the Hillrom Board. Following this review, the Hillrom Board further discussed the July 16 Letter and potential responses, as well as Baxter’s corporate culture and the potential contribution of the fit of the two companies’ corporate cultures and respective stakeholders to successfully completing the possible transaction.

On July 25, 2021, the Hillrom Board held a meeting by videoconference, which was attended by members of Hillrom’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Members of Hillrom’s senior management reviewed with the Hillrom Board management’s final projections of Hillrom’s long-range financial plan, which reflected input from members of the Hillrom Board and members of Hillrom’s senior management following the discussion of such plan at the prior meeting on July 23, 2021. These projections are more fully described in “—Certain Unaudited Financial Projections.” Representatives of Goldman Sachs then reviewed with the Hillrom Board their preliminary financial analysis of the proposal contained in the July 16 Letter, including their analysis of Baxter’s potential financing plan and Baxter’s overall ability to pay in an acquisition of Hillrom. Following this discussion, members of the Hillrom Board further discussed the proposal and potential responses, including in the context of Hillrom’s standalone plan, as well as potential short- and long-term execution and strategic risks to Hillrom’s long-range financial plan on a standalone basis. Following these discussions, the Hillrom Board determined that the $144 price per share was inadequate to warrant further discussion of the proposal set forth in the July 16 Letter. The Hillrom Board then authorized Mr. Groetelaars to meet with Mr. Almeida to inform him that the $144 price per share was inadequate and that if Baxter wished to have further discussions with Hillrom regarding a potential transaction, Baxter would need to materially improve the value of its proposal.

On July 27, 2021, Mr. Groetelaars met in person with Mr. Almeida in the Chicago, Illinois area. At this meeting, Mr. Groetelaars conveyed the Hillrom Board’s conclusion that, while a combination of Hillrom and Baxter could make strategic sense, the proposal set forth in the July 16 Letter undervalued Hillrom, and that Hillrom was unwilling

to engage in discussions with Baxter at the $144 per share price that Baxter had proposed. Mr. Groetelaars informed Mr. Almeida that if Baxter wished to pursue a transaction with Hillrom, it would need to materially improve the value of its proposal. Mr. Almeida asked Mr. Groetelaars to provide guidance on Hillrom’s valuation, including to provide certain confidential information to assist with Baxter’s valuation. Mr. Groetelaars reiterated that Hillrom was unwilling to share any such information or engage in further discussions based on the proposal contained in the July 16 Letter.

On July 28, 2021, Bloomberg published an article reporting market rumors that Hillrom and Baxter had been engaged in discussions regarding a potential transaction and that Hillrom had rejected an offer from Baxter of $144 per share of Hillrom common stock. Other news agencies published similar news articles on July 28, 2021.

Later on July 28, 2021, Mr. Almeida called Mr. Groetelaars and stated that Baxter was increasing its proposal to $148 per share in cash, and that following their telephone call, Mr. Almeida would be sending a letter to Mr. Groetelaars outlining the revised proposal. Mr. Groetelaars told Mr. Almeida that he would discuss the updated proposal with the Hillrom Board.

Following the telephone call, Mr. Almeida emailed a letter to Mr. Groetelaars containing the updated non-binding indication of interest (the “July 28 Letter”) for Baxter to acquire all of the outstanding shares of Hillrom common stock at a value of $148 per share in cash. The proposal set forth in the July 28 Letter otherwise included substantially the same terms as the proposal set forth in the July 16 Letter. The July 28 Letter also attached a draft confidentiality agreement.

On July 29, 2021, the Hillrom Board held a meeting by videoconference, which was attended by members of Hillrom’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Mr. Groetelaars provided an overview of recent events, including the Bloomberg article and other reports from the day before, as well as his recent communications with Mr. Almeida, including the revised proposal contained in the July 28 Letter (which letter was provided to the Hillrom Board in advance of the meeting) to acquire Hillrom for $148 per share in cash, and Mr. Almeida’s request to review certain Hillrom confidential information. Representatives of Goldman Sachs and Wachtell Lipton summarized the key terms of the revised proposal and potential responses, which the Hillrom Board discussed. Representatives of Goldman Sachs provided an updated preliminary financial analysis of the revised proposal and representatives of Wachtell Lipton reviewed with the Hillrom Board its legal obligations in connection with its consideration of the July 28 Letter. Following these discussions, the Hillrom Board determined that the $148 price per share contained in the July 28 Letter was inadequate to warrant further discussions with Baxter regarding the proposal set forth in the July 28 Letter, and that Mr. Groetelaars should inform Mr. Almeida that, while the Hillrom Board understood the potential strategic value of a combination between Hillrom and Baxter, Baxter would need to materially improve the value of its proposal to warrant further discussion.

On July 30, 2021, Mr. Groetelaars called Mr. Almeida and conveyed the message that the Hillrom Board remained open to a transaction that was in the best interests of Hillrom and its shareholders, including one with Baxter, but that it would not engage with Baxter on a transaction that undervalued Hillrom. Mr. Groetelaars informed Mr. Almeida that the Hillrom Board had carefully reviewed the proposal contained in the July 28 Letter with its outside financial and legal advisors, and had concluded that the proposal significantly undervalued Hillrom and did not provide a basis for further discussions or the sharing of confidential information with Baxter, and that it would only do so if Baxter proposed a transaction that fairly valued Hillrom for the Hillrom Board to consider. After the phone call, Mr. Groetelaars emailed Mr. Almeida a letter summarizing the position of the Hillrom Board that he had conveyed to Mr. Almeida during the telephone call.

On August 1, 2021, Mr. Almeida called Mr. Groetelaars and stated that Baxter was increasing its offer to $154 per share in cash, and that following their telephone call, Mr. Almeida would be sending a letter to Mr. Groetelaars outlining the further revised proposal. Mr. Almeida also reiterated his request that Hillrom provide certain confidential information for Baxter’s review. Mr. Groetelaars informed Mr. Almeida that he would discuss the updated proposal with the Hillrom Board.

Following the telephone call, Mr. Almeida emailed a letter to Mr. Groetelaars containing the updated non-binding indication of interest (the “August 1 Letter”) for Baxter to acquire all of the outstanding shares of Hillrom common stock at a value of $154 per share in cash. The proposal contained in the August 1 Letter otherwise reflected substantially the same terms as the proposals set forth in the July 16 Letter and the July 28 Letter. The August 1 Letter also attached a draft confidentiality agreement, identical to the draft confidentiality agreement attached to the July 28 Letter.

On August 1, 2021, the Hillrom Board held a meeting by videoconference, which was attended by members of Hillrom’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Mr. Groetelaars provided an overview of his recent communications with Mr. Almeida, including the revised proposal contained in the August 1 Letter (which letter was provided to the Hillrom Board in advance of the meeting) to acquire Hillrom for $154 per share in cash, and Mr. Almeida’s request to review certain Hillrom confidential information, including potentially in a meeting that would be attended by members of senior management of Hillrom and Baxter. Mr. Groetelaars also informed the Hillrom Board that while he thought it might be possible for Baxter to improve its $154 per share offer, he believed, based on the position Mr. Almeida had conveyed in their most recent discussion, that Baxter would be unlikely to do so without access to confidential information in a management meeting. Representatives of Goldman Sachs and Wachtell Lipton summarized the key terms of the revised proposal and potential responses, which the Hillrom Board then discussed. Representatives of Goldman Sachs provided an updated preliminary financial analysis of the revised proposal and representatives of Wachtell Lipton reviewed with the Hillrom Board its legal obligations. Following these discussions, the Hillrom Board determined to authorize management to provide certain confidential information to Baxter through a management meeting in order to determine whether Baxter would increase its proposed purchase price.

Following the meeting of the Hillrom Board, Mr. Groetelaars contacted Mr. Almeida to state that the Hillrom Board had authorized a meeting between senior management of both Hillrom and Baxter, where Hillrom would provide certain limited non-public information regarding Hillrom via a management presentation, with the understanding that Baxter would be expected to improve the value of its proposed $154 price per share contained in the August 1 Letter, and that the Hillrom Board was not prepared to support a transaction at a price per share of $154. Mr. Groetelaars and Mr. Almeida agreed to schedule the meeting for August 4, 2021 in the Chicago, Illinois area.

Between August 1, 2021 and August 3, 2021, Hillrom and Baxter negotiated the terms of a confidentiality agreement, with representatives of Wachtell Lipton and Baxter’s legal counsel, Sullivan & Cromwell LLP (“Sullivan & Cromwell”), participating in such negotiations. On August 3, 2021, Hillrom and Baxter entered into the confidentiality agreement, which included a customary standstill provision.

On August 4, 2021, members of Hillrom’s senior management met in person with members of Baxter’s senior management. At the meeting, senior management of Hillrom provided senior management of Baxter with additional information regarding Hillrom’s business, potential areas of value and the development of its Connected Care portfolio, and Baxter described its vision for the proposed combined business.

On August 6, 2021, Mr. Almeida called Mr. Groetelaars and informed him that Baxter was willing to increase its offer to acquire all of the outstanding shares of Hillrom common stock for $156 per share in cash. Mr. Almeida informed Mr. Groetelaars that the $156 per share price represented Baxter’s “best and final” offer, and that if it was insufficient to warrant further discussions, then Baxter would no longer pursue the potential transaction with Hillrom. Mr. Groetelaars told Mr. Almeida that he would discuss the updated proposal with the Hillrom Board.

On August 9, 2021, the Hillrom Board held a meeting by videoconference, which was attended by members of Hillrom’s senior management and representatives of Goldman Sachs, BofA Securities (who the Hillrom Board determined to retain to act as an additional financial advisor) and Wachtell Lipton. Mr. Groetelaars provided an overview of recent events, including the August 4, 2021 management meeting with members of Baxter’s senior management and his recent communications with Mr. Almeida, including the revised proposal to acquire Hillrom for $156 per share in cash, and the fact that Mr. Almeida had conveyed that the $156 per share price represented Baxter’s best and final offer. Representatives of Goldman Sachs and Wachtell Lipton summarized the key terms of the revised proposal and potential responses, which the Hillrom Board then discussed. Representatives of Goldman Sachs and BofA Securities provided preliminary financial analyses of the revised proposal, including their respective analyses of Baxter’s overall ability to pay in an acquisition of Hillrom, and representatives of Wachtell Lipton reviewed with the Hillrom Board its legal obligations. The Hillrom Board discussed the revised proposal, including in comparison to Hillrom’s standalone prospects and the current market environment, as well as whether other potential bidders would be capable of offering, and willing to offer, a greater value than Baxter’s $156 per share all-cash proposal. Members of the Hillrom Board also discussed that Hillrom had not received any proposals to acquire Hillrom or engage in an extraordinary transaction from any parties (other than Baxter) following the July 28, 2021 Bloomberg story regarding rumors of the transaction discussions between Hillrom and Baxter.

After discussion, including consultation with representatives of Goldman Sachs and BofA Securities regarding the likelihood of potential competing bidders and after considering the risk of additional leaks and delays, including

the potential impact on Baxter’s proposal, the Hillrom Board determined not to contact third parties to solicit alternative proposals at that time. Following these discussions, the Hillrom Board authorized members of Hillrom senior management to negotiate a transaction with Baxter based on the $156 per share all-cash purchase price, but determined that approval of any such transaction would be subject to acceptable terms regarding (1) transaction certainty, (2) sufficient flexibility to operate Hillrom’s business between the signing of definitive documentation and closing of the transaction, (3) the ability of Hillrom to consider alternative proposals prior to shareholder approval of the transaction, and under certain circumstances, terminate any definitive agreement with Baxter to enter into a superior proposal, and (4) Hillrom being provided with the flexibility necessary to retain its employees during the period between signing and closing.

Following the meeting of the Hillrom Board, Mr. Groetelaars contacted Mr. Almeida to state that the Hillrom Board had authorized him to provide additional confidential information of Hillrom to Baxter and to negotiate a transaction with Baxter at the $156 per share all-cash purchase price previously conveyed orally by Mr. Almeida on August 6, 2021, subject to alignment on the four matters described above. Mr. Almeida stated that he was confident that the two parties and their advisors would be able to negotiate a mutually acceptable agreement, including on those four key points. Mr. Groetelaars and Mr. Almeida agreed to target the completion of documentation and the announcement of a transaction in late August or early September. Mr. Almeida also informed Mr. Groetelaars that Sullivan & Cromwell had prepared a draft merger agreement and would share the draft with Wachtell Lipton.

Later on August 9, 2021, Mr. Almeida emailed a letter to Mr. Groetelaars containing the proposal (the “August 9 Baxter Letter”) for Baxter to acquire all of the outstanding shares of Hillrom common stock at a value of $156 per share in cash. The August 9 Baxter Letter reiterated that the $156 offer was Baxter’s best and final offer.

Additionally, following receipt of the August 9 Baxter Letter, Mr. Groetelaars emailed a letter to Mr. Almeida summarizing their telephone call from earlier that day and stating that the Hillrom Board’s decision to pursue a transaction with Baxter at the $156 per share price was subject to acceptable resolution of the four key issues that Mr. Groetelaars had identified to Mr. Almeida during their telephone call.

On August 9, 2021, Sullivan & Cromwell provided an initial draft of the proposed merger agreement to Wachtell Lipton. Between August 9, 2021 and September 1, 2021, Mr. Groetelaars and Mr. Almeida, as well as Hillrom and Baxter’s respective management teams and legal and financial advisors, engaged in extensive negotiations regarding the terms of the proposed merger agreement, including the parties’ required efforts to obtain regulatory approvals, Hillrom’s ability to terminate the merger agreement and accept a superior proposal, the inclusion, terms and the size of the fees payable upon termination of the merger agreement, Hillrom’s obligations with respect to the conduct of its business between the signing of the merger agreement and the closing of the merger, and matters related to the compensation and retention of Hillrom employees. During the course of these negotiations, significant areas of discussion and negotiation between the parties included, among other things, the “deal protection” provisions of the agreement (including the termination fee payable by Hillrom), Hillrom’s obligations with respect to the operation of its business during the period between the signing of the merger agreement and the consummation of the merger, the scope of the restrictions applicable to actions taken by Hillrom during the period between the signing of the merger agreement and the consummation of the merger with respect to employee compensation and benefits and employee retention matters, and Baxter’s obligations to obtain regulatory approvals and the termination fee payable by Baxter in the event of failure to obtain regulatory approval.

In addition, beginning on August 12, 2021, Hillrom made available to Baxter and its representatives certain due diligence information in a confidential data room, including the Hillrom Projections (as defined below). Thereafter, from August 12, 2021 through September 1, 2021, Baxter, with the assistance of its advisors, conducted due diligence on Hillrom, including through the materials made available in the confidential data room and telephone and videoconference calls with members of Hillrom management. In order for Hillrom to provide Baxter and its representatives access to certain sensitive information, on August 30, 2021, Hillrom and Baxter entered into an additional confidentiality agreement pursuant to which certain sensitive information would be provided to certain members of Baxter senior management and Baxter’s representatives only in a separate limited data room.

On August 29, 2021, the Hillrom Board held a meeting by videoconference, which was attended by members of Hillrom’s senior management and representatives of Goldman Sachs, BofA Securities and Wachtell Lipton.

Mr. Groetelaars provided an overview of recent developments, including updates regarding the ongoing discussions with respect to a potential transaction with Baxter, including regarding the status of negotiations with respect to the proposed terms of the merger agreement, the due diligence review and the timing for a potential transaction announcement.

Later on August 29, 2021, The Wall Street Journal published an article reporting market rumors that Hillrom and Baxter were engaged in advanced discussions regarding a potential transaction whereby Baxter would acquire Hillrom for a price of approximately $150 per share of Hillrom common stock. Other news agencies published similar news articles on August 29, 2021 and August 30, 2021. Additionally, on August 30, 2021, CNBC reported on market rumors that Hillrom and Baxter were engaged in advanced discussions regarding a potential transaction whereby Baxter would acquire Hillrom for a price of approximately $156 per share of Hillrom common stock.

On August 31, 2021, the Hillrom Board held a meeting by videoconference, which was attended by members of Hillrom’s senior management and representatives of Goldman Sachs, BofA Securities and Wachtell Lipton. Mr. Groetelaars provided an overview of recent events, including an update regarding the status of discussions and negotiations of a potential transaction with Baxter since the Hillrom Board meeting held on August 29, 2021. Representatives of Goldman Sachs and BofA Securities reviewed and discussed with the Hillrom Board, among other matters, their financial analyses of the proposed transaction and the proposed $156 per share all-cash price to be paid to holders of Hillrom common stock (other than excluded shares) in the proposed merger. Additionally, prior to the meeting, Goldman Sachs had provided a relationship disclosure letter (a previous draft of which had been reviewed by members of Hillrom senior management) to the Hillrom Board providing certain information regarding its relationships with Hillrom and Baxter, and prior to the meeting BofA Securities had provided a relationship disclosure letter (a previous version of which had been reviewed by members of Hillrom senior management) to the Hillrom Board providing certain information regarding its material relationships with each of Hillrom and Baxter, each of which letters were discussed with the Hillrom Board at the meeting. Members of Hillrom management reviewed with the Hillrom Board the status and process of the due diligence review of Hillrom by Baxter and of the planned communications rollout by both Hillrom and Baxter. Representatives of Wachtell Lipton reviewed with the Hillrom Board certain legal considerations, including the directors’ duties in connection with their consideration of the potential transaction, and the principal terms of the draft merger agreement. Members of the Hillrom Board also discussed that Hillrom had still not received any proposals to acquire Hillrom or engage in an extraordinary transaction from any parties (other than Baxter) following the July 28, 2021 Bloomberg story regarding rumors of the transaction discussions between Hillrom and Baxter or following the August 29, 2021 Wall Street Journal story regarding rumors of the transaction discussions between Hillrom and Baxter. Following these discussions, the Hillrom Board instructed Hillrom’s management and its advisors to continue to negotiate the terms of the potential transaction, with a further update to be provided to the Hillrom Board at its next meeting.

Between August 31, 2021 and September 1, 2021, Hillrom’s and Baxter’s respective management teams, with the assistance of their respective legal advisors, finalized the remaining open issues related to the merger agreement and related transaction documents.

On September 1, 2021, the Hillrom Board held a meeting by videoconference, which was attended by members of Hillrom’s senior management and representatives of Goldman Sachs, BofA Securities and Wachtell Lipton. At this time, Mr. Groetelaars informed the Hillrom Board that the remaining matters in the merger agreement had been resolved in a manner consistent with the discussions with the Hillrom Board on the prior day. A representative of Goldman Sachs rendered its oral opinion, confirmed by delivery of a written opinion dated September 1, 2021, to the Hillrom Board to the effect that, as of that date and based upon and subject to the factors and assumptions set forth therein, the per share merger consideration to be paid to the holders of shares of Hillrom common stock (other than Baxter and its affiliates) pursuant to the merger agreement was fair from a financial point of view to such holders of Hillrom common stock. In addition, a representative of BofA Securities rendered to the Hillrom Board BofA Securities’ oral opinion, which was confirmed by delivery of a written opinion dated September 1, 2021, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its written opinion, the per share merger consideration to be received in the merger by holders of shares of Hillrom common stock (other than holders of excluded shares), was fair, from a financial point of view, to such holders.

Following further discussion, during which the directors considered the matters reviewed and discussed at that meeting and prior meetings, including factors described under the section of this proxy statement entitled “—Reasons for the Merger,” the Hillrom Board unanimously determined that the merger agreement and the transactions

contemplated by the merger agreement were fair to and in the best interests of Hillrom and its shareholders, and unanimously approved and adopted the merger agreement, the merger and the transactions contemplated by the merger agreement in all respects, and recommended that Hillrom’s shareholders approve the merger agreement.

During the evening of September 1, 2021, the parties executed and delivered the merger agreement. Thereafter, the transaction was announced before the opening of the financial markets in New York on September 2, 2021, in a press release jointly issued by Hillrom and Baxter.

In evaluating the merger agreement and the merger, the Hillrom Board consulted with Hillrom’s management and its outside financial and legal advisors and, in reaching its unanimous decision to approve the merger agreement, the merger and the transactions contemplated thereby and recommend that holders of shares of Hillrom common stock approve the merger agreement, the Hillrom Board considered a variety of factors, including the following:

In the course of its deliberations, the Hillrom Board, in consultation with Hillrom’s management and Hillrom’s outside financial and legal advisors, also considered a variety of risks and other potentially negative factors relating to the merger agreement and the merger, including the following:

After considering the foregoing potentially negative and potentially positive factors, the Hillrom Board concluded that the potentially positive factors substantially outweighed the potentially negative factors.

The foregoing discussion of the information and factors considered by the Hillrom Board is not exhaustive, but is intended to reflect the material factors considered by the Hillrom Board in its consideration of the merger. In view of the complexity and the large number of the factors considered, the Hillrom Board, both individually and collectively, did not quantify or assign any relative or specific weight to the various factors. Rather, the Hillrom Board based its recommendation on the totality of the information presented to and considered by it. In addition, individual members of the Hillrom Board may have given different weights to different factors. The above factors are not presented in any order of priority. The foregoing discussion of the information and factors considered by the Hillrom Board is forward-looking in nature. This information should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

After careful consideration, the Hillrom Board has unanimously approved the merger agreement, the merger, and the other transactions contemplated by the merger agreement.

The Hillrom Board unanimously recommends that the Hillrom shareholders vote “FOR” the proposal to approve the merger agreement.

Goldman Sachs rendered its opinion to the Hillrom Board that, as of September 1, 2021, and based upon and subject to the factors and assumptions set forth therein, the per share merger consideration to be paid to the holders of shares of Hillrom common stock (other than Baxter and its affiliates), pursuant to the merger agreement was fair from a financial point of view to such holders of shares of Hillrom common stock.

The full text of the written opinion of Goldman Sachs, dated September 1, 2021, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of Hillrom Board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of Hillrom common stock should vote with respect to the merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Hillrom regarding their assessment of the strategic rationale for, and the potential benefits of, the merger and the past and current business

operations, financial condition, and future prospects of Hillrom; reviewed the reported price and trading activity for shares of Hillrom common stock; compared certain financial and stock market information for Hillrom with similar financial and stock market information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the medical technology industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs, with Hillrom’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Hillrom’s consent that the Hillrom Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Hillrom. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Hillrom or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Hillrom to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to Hillrom; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, Hillrom or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders of shares of Hillrom common stock (other than Baxter and its affiliates), as of the date of the opinion, of the per share merger consideration to be paid to such holders of shares of Hillrom common stock pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Hillrom; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Hillrom, or class of such persons, in connection with the merger, whether relative to the per share merger consideration to be paid to the holders of shares of Hillrom common stock (other than Baxter and its affiliates) pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion does not express any opinion as to the potential effects of volatility in the credit, financial and stock markets on Hillrom, Baxter or the merger, or as to the impact of the merger on the solvency or viability of Hillrom or Baxter or the ability of Hillrom or Baxter to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary market and other conditions, as in effect on, and the information made available to it as of the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board of Directors of Hillrom in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 30, 2021 and is not necessarily indicative of current market conditions.

Implied Premia and Multiples Analysis. Goldman Sachs calculated and compared the implied premia and implied multiples described below based on the $156.00 in cash per share of Hillrom common stock to be paid to holders (other than Baxter and its affiliates) of shares of Hillrom common stock pursuant to the merger agreement.

Goldman Sachs calculated the implied premia represented by the $156.00 in cash per share of Hillrom common stock relative to:

The results of these calculations and comparisons are as follows:

In addition, Goldman Sachs calculated an implied equity value of Hillrom for purposes of calculating the following multiples by multiplying the $156.00 in cash per share of Hillrom common stock by the total number of fully diluted outstanding shares of Hillrom common stock as of August 26, 2021, as provided by the management of Hillrom. Goldman Sachs then calculated an implied enterprise value of Hillrom by adding to the implied equity value it calculated the net debt of Hillrom as of June 30, 2021, pro forma for the incurrence of $375.0 million of incremental debt and use of $36.4 million of cash from Hillrom’s balance sheet in connection with the acquisition of Bardy Diagnostics, Inc. (“BardyDx”), in each case as provided by the management of Hillrom.

Using the foregoing, Goldman Sachs calculated the implied enterprise value for Hillrom as a multiple of Hillrom’s projected Adjusted EBITDA for fiscal years 2021 to 2022 as set forth in the Hillrom Projections and the last twelve (12) months (“LTM”) ended June 30, 2021 as provided by the management of Hillrom. For purposes of this section, “Adjusted EBITDA” means earnings before interest, taxes, depreciation and amortization, as adjusted to exclude acquisition and integration costs and related fair value adjustments, field corrective actions, regulatory compliance costs and special charges.

The results of these calculations are as follows:

Discounted Cash Flow Analysis. Using the Hillrom Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on Hillrom. Using discount rates ranging from 7.5% to 8.5%, reflecting estimates of

Hillrom’s weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2021 (i) estimates of unlevered free cash flow for Hillrom for the fourth quarter of fiscal year 2021 through the fourth quarter of the fiscal year 2031 as reflected in the Hillrom Projections and (ii) a range of illustrative terminal values for Hillrom, which were calculated by applying perpetuity growth rates ranging from 1.0% to 2.0%, to a terminal year estimate of the free cash flow to be generated by Hillrom, as reflected in the Hillrom Projections (which analysis implied exit terminal year next-twelve (12)-month (“NTM”) EBITDA multiples ranging from 9.6x to 13.1x). Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Hillrom Projections and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs calculated such NTM Adjusted EBITDA multiples using NTM Adjusted EBITDA as of September 30, 2031, as provided by the management of Hillrom.

Goldman Sachs derived ranges of illustrative enterprise values for Hillrom by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Hillrom the net debt of Hillrom as of June 30, 2021, pro forma for the acquisition of BardyDx, as provided by the management of Hillrom, to derive a range of illustrative equity values for Hillrom. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Hillrom common stock, as provided by the management of Hillrom, to derive a range of illustrative present values per share of Hillrom common stock ranging from $137 to $187, rounded to the nearest dollar.

Illustrative Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Hillrom common stock. For this analysis, Goldman Sachs used the Hillrom Projections for the fourth quarter of fiscal year 2021 and each of the fiscal years 2022 to 2024. Goldman Sachs first calculated the implied values per share of Hillrom common stock as of September 30 for each of the fiscal years 2021 to 2023, by applying enterprise value to NTM Adjusted EBITDA multiples of 13.0x to 15.0x Adjusted EBITDA per share of Hillrom common stock as of the end of each fiscal year from 2021 to 2023. These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account Hillrom’s historical NTM trading multiples over time. Goldman Sachs then discounted the derived values back to Hillrom’s June 30, 2021 using an illustrative discount rate of 7.9%, reflecting an estimate of Hillrom’s cost of equity, including the present value of projected dividends paid, as provided by the management of Hillrom. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of Hillrom common stock of $109 to $155, rounded to the nearest dollar.

Premia Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all transactions announced during the time period from August 30, 2016 through August 30, 2021 involving a public company target based in the United States in any industry (excluding biotech) where the disclosed enterprise values for the transactions were greater than $10 billion.

For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the transactions relative to the target’s last undisturbed closing stock price prior to announcement of the merger. This analysis indicated a median premium of 29% across the period. This analysis also indicated a 25th percentile premium of 17% and 75th percentile premium of 39% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 17% to 39% to the undisturbed closing price per share of Hillrom common stock of $123.78 as of July 27, 2021 and calculated a range of implied equity values per share of Hillrom common stock of $145 to $172, rounded to the nearest dollar.

For the entire period, using publicly available information, Goldman Sachs also calculated the median, 25th percentile and 75th percentile premiums of the price paid in the transactions relative to the target’s 52-Week High prior to the announcement of the merger. This analysis indicated a median premium of 9% across the period. This analysis also indicated a 25th percentile premium of 2% and 75th percentile premium of 22% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 2% to 22% to the undisturbed closing price per share of Hillrom common stock of $123.78 as of July 27, 2021 and calculated a range of implied equity values per share of Hillrom common stock of $126 to $151, rounded to the nearest dollar.

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the medical technology industry since 2014. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s LTM Adjusted EBITDA based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to Hillrom, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Hillrom’s results, market size and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations and Goldman Sachs’ analyses of the selected transactions and its professional judgment, Goldman Sachs applied a reference range of enterprise value to LTM Adjusted EBITDA multiples of 14.1x to 21.2x to Hillrom’s LTM Adjusted EBITDA as of June 30, 2021, as provided by the management of Hillrom, to derive a range of implied enterprise values for Hillrom. Goldman Sachs then subtracted the net debt of Hillrom as of June 30, 2021, pro forma for the acquisition of BardyDx, as provided by the management of Hillrom, and divided the result by the number of fully diluted outstanding shares of Hillrom common stock as of August 26, 2021, as provided by the management of Hillrom, to derive a reference range of implied values per share of Hillrom common stock of $105 to $172, rounded to the nearest dollar.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Hillrom or Baxter or the contemplated merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Hillrom Board as to the fairness from a financial point of view to the holders of shares of Hillrom common stock (other than Baxter and its affiliates), as of the date of the opinion, of the per share merger consideration to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Hillrom, Baxter, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The per share merger consideration was determined through arm’s-length negotiations between Hillrom and Baxter and was approved by the Hillrom Board. Goldman Sachs provided advice to Hillrom during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Hillrom or the Hillrom Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the Hillrom Board was one of many factors taken into consideration by the Hillrom Board in making its determination to approve and adopt the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Hillrom, Baxter, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the transaction contemplated by the merger agreement. Goldman Sachs acted as financial advisor to Hillrom in connection with, and participated in certain of the negotiations leading to, the merger. Goldman Sachs has acted as financial advisor to Hillrom in connection with, and has participated in certain of the negotiations leading to, the merger. Goldman Sachs expects to receive fees for its services in connection with the merger, all of which are contingent upon consummation of the merger, and Hillrom has agreed to reimburse certain of Goldman Sachs’ expenses arising, and indemnify Goldman Sachs against certain liabilities that may arise, out of its engagement, as described below. Goldman Sachs has also provided certain financial advisory and/or underwriting services to Hillrom and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as book runner with respect to Hillrom’s 4.375% Senior Notes due 2027 (aggregate principal amount $425,000,000) in September 2019. During the two (2) year period ended September 1, 2021, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Hillrom and/or its affiliates of approximately $3.2 million. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Baxter and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as a co-manager with respect to Baxter’s 1.73% Senior Notes due 2031 (aggregate principal amount $650,000,000) in October 2020; and a book runner with respect to each of Baxter’s 3.75% Senior Notes due 2025 (aggregate principal amount $750,000,000) and 3.95% Senior Notes due 2030 (aggregate principal amount $500,000,000) in March 2020. During the two (2) year period ended September 1, 2021, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Baxter and/or its affiliates of approximately $2.1 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Hillrom, Baxter and their respective affiliates for which the Investment Banking Division of Goldman Sachs may receive compensation.

The Hillrom Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated August 25, 2021, Hillrom engaged Goldman Sachs to act as its financial advisor in connection with the possible sale of all or a portion of Hillrom. The engagement letter between Hillrom and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of the merger agreement, at approximately $86 million, all of which is contingent upon consummation of the merger. In addition, Hillrom has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Hillrom retained BofA Securities to act as a financial advisor to Hillrom in connection with the merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Hillrom selected BofA Securities to act as a financial advisor to Hillrom in connection with the merger on the basis of BofA Securities’ experience in transactions similar to the merger, its reputation in the investment community and its familiarity with Hillrom and its business.

On September 1, 2021, at a meeting of the Hillrom Board held to evaluate the merger, representatives of BofA Securities delivered to the Hillrom Board the oral opinion of BofA Securities, which was confirmed by delivery of

a written opinion dated September 1, 2021, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in the written opinion, the per share merger consideration to be received in the merger by holders of shares of Hillrom common stock (other than holders of excluded shares), was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Hillrom Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the written opinion. BofA Securities delivered its opinion to the Hillrom Board for the benefit and use of the Hillrom Board (in its capacity as such) in connection with and for purposes of its evaluation of the per share merger consideration from a financial point of view. BofA Securities’ opinion does not address any other aspect or implications of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Hillrom or in which Hillrom might engage or as to the underlying business decision of Hillrom to proceed with or effect the merger. BofA Securities’ opinion does not constitute a recommendation as to how any stockholder should vote or act in connection with the merger or any other matter.

In connection with rendering its opinion, BofA Securities has, among other things:

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Hillrom that it is not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Hillrom Projections, BofA Securities was advised by Hillrom, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Hillrom as to the future financial performance of Hillrom. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Hillrom or any other entity, nor did it make any physical inspection of the properties or assets of Hillrom or any other entity. BofA Securities also did not evaluate the solvency or fair value of Hillrom or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of Hillrom, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Hillrom, Baxter, any other entity or Merger (including the contemplated benefits thereof).

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the merger (other than the per share merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger or any terms, aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the merger or otherwise. BofA Securities was not requested to, and did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of Hillrom or any alternative transaction. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the per share merger consideration to be received by holders of Hillrom common stock (other than holders of excluded shares) and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative to the per share merger consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Hillrom or in which Hillrom might engage or as to the underlying business decision of Hillrom to proceed with or effect the merger. In addition, BofA Securities did not express any view or opinion with respect to, and it relied, with the consent of Hillrom, upon the assessments of Hillrom and its representatives regarding, legal, regulatory, accounting, tax and similar matters relating to Hillrom or any other entity and the merger (including the contemplated benefits thereof) as to which it understood that Hillrom obtained such advice as it deemed necessary from qualified professionals. BofA Securities further expressed no opinion or recommendation as to how any shareholder should vote or act in connection with the merger or any other matter.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of the date of its opinion. It should be understood that subsequent developments may affect BofA Securities’ opinion, and BofA Securities does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities, Inc. Except as described in this summary, Hillrom imposed no other instructions or limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

The discussion set forth below in the section entitled “Summary of Material Company Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the Hillrom Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Selected Publicly Traded Companies Analysis.

BofA Securities reviewed publicly available financial and stock market information of the following eight selected publicly traded companies in the medical technology industry:

BofA Securities reviewed, among other things, the enterprise values for each of the selected companies and for Hillrom, calculated by multiplying the closing share price of each applicable company on August 30, 2021 (and with respect to Hillrom, by multiplying each of (i) the per share merger consideration and (ii) the closing share price of Hillrom on July 27, 2021 (the “Unaffected Price”), the day before The Wall Street Journal reported that Hillrom and Baxter were discussing an acquisition of Hillrom by Baxter) by the number of fully-diluted shares outstanding of the applicable company (determined on a treasury stock method basis), and adding to (or subtracting from, as applicable) the result the amount of the applicable company’s net debt (or net cash) (defined as debt, preferred equity and non-controlling interest (as applicable) less cash, cash equivalents and marketable securities (as applicable)), as a multiple of Wall Street analyst consensus estimates of calendar year 2021 and 2022 earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the applicable company (referred to in this section as “2021E EV / EBITDA” and “2022E EV / EBITDA”). Financial data and equity information of the selected companies were derived from their public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of August 30, 2021. Financial data of Hillrom were derived from Hillrom’s public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of August 30, 2021 and equity information provided by the management of Hillrom. The overall low to high 2021E EV / EBITDA multiples observed for the selected companies were 9.8x to 26.3x (with a mean of 18.5x and median of 17.1x). The overall low to high 2022E EV / EBITDA multiples observed for the selected companies were 13.3x to 22.3x (with a mean of 17.2x and median of 17.0x). BofA Securities noted that the 2021E EV / EBITDA multiple and the 2022E EV / EBITDA multiple observed for Hillrom was 18.8x and 17.7x, respectively, based on the per share merger consideration, and 15.4x and 14.5x, respectively, based on the Unaffected Price.

Based on BofA Securities’ review of the enterprise values to EBITDA multiples for the selected companies and Hillrom and on its professional judgment and experience, BofA Securities applied a 2021E EV / EBITDA multiple reference range of 14.5x to 18.5x to Hillrom management’s estimates of calendar year 2021 Adjusted EBITDA, as reflected in the Hillrom Projections, and a 2022E EV / EBITDA multiple reference range of 13.0x to 17.0x to Hillrom management’s estimates of calendar year 2022 Adjusted EBITDA as reflected in the Hillrom Projections to calculate ranges of implied enterprise values for Hillrom. BofA Securities then calculated implied equity value reference ranges per share of Hillrom common stock (rounded to the nearest $0.25) for Hillrom by subtracting from the resulting ranges of implied enterprise values it calculated the net debt of Hillrom as of June 30, 2021 (calculated as debt less cash, and pro forma for Hillrom’s acquisition of Bardy Diagnostics, Inc.), as reflected in Hillrom’s public filings, and dividing the result by a number of fully-diluted shares of Hillrom common stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of Hillrom). This analysis indicated the following approximate implied equity value reference ranges per share of Hillrom common stock, as compared to the per share merger consideration:

No selected publicly traded company used in this analysis is identical or directly comparable to Hillrom. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Hillrom was compared.

BofA Securities reviewed, to the extent publicly available, financial information relating to the following thirteen selected transactions involving acquisitions of publicly traded medical technology companies since 2014.