Hillenbrand Industries, Inc. Announces Pricing of Its Pending 'Any and All' Cash Tender Offer for Its 4.50 percent Senior Notes
March 26 2008 - 5:00PM
PR Newswire (US)
BATESVILLE, Ind., March 26 /PRNewswire-FirstCall/ -- Hillenbrand
Industries, Inc. (NYSE:HB) (the "Company") announced today that it
has determined the consideration to be paid in connection with its
previously announced cash tender offer to purchase any and all of
its outstanding 4.50 percent Senior Notes due 2009 (CUSIP No.
431573AD6). The tender offer is being made pursuant to an Offer to
Purchase dated February 29, 2008 (the "Offer to Purchase") and the
related Letter of Transmittal, which set forth a more comprehensive
description of the terms of the tender offer. Holders who validly
tendered (and did not validly withdraw) their notes at or before 5
p.m., New York City time, on March 13, 2008 will receive $1,024.26
per $1,000 principal amount of notes tendered and accepted for
purchase, which is referred to in the Offer to Purchase as the
"Full Tender Offer Consideration," plus accrued and unpaid interest
from the last interest payment date for the notes to, but not
including, the settlement date, which the Company expects will
occur on or before April 1, 2008. Holders who tender their notes
after 5 p.m., New York City time, on March 13, 2008 and at or
before 8 a.m., New York City time, on March 31, 2008 and whose
notes are accepted for purchase will receive the Full Tender Offer
Consideration set forth above minus the early tender premium of
$20.00 per $1,000 principal amount, which is referred to in the
Offer to Purchase as the "Late Tender Offer Consideration," plus
accrued and unpaid interest from the last interest payment date for
the notes to, but not including, the settlement date. The
consideration to be paid in connection with the tender offer was
determined by Citi and Goldman, Sachs & Co., the dealer
managers for the tender offer, as of 2 p.m., New York City time, on
March 26, 2008, as set forth in the Offer to Purchase. The tender
offer is conditioned on the satisfaction of certain conditions
described in the Offer to Purchase, including the consummation of
the distribution to the Company's shareholders of all of the shares
of Batesville Holdings, Inc. common stock. If any condition is not
satisfied, the Company is not obligated to accept for purchase, or
to pay for, notes tendered and may terminate, extend or amend the
tender offer and may postpone the acceptance for purchase of, and
payment for, notes so tendered, subject to applicable laws. The
Company has retained Citi and Goldman, Sachs & Co. to serve as
the dealer managers for the tender offer and has retained Global
Bondholder Services Corporation to serve as the depositary and
information agent for the tender offer. Requests for documents may
be directed to Global Bondholder Services Corporation by telephone
at (866) 952-2200 or (212) 430-3774 or in writing at 65 Broadway -
Suite 723, New York, NY, 10006. Questions regarding the tender
offer may be directed to Citi at (800) 558-3745 or (212) 723-6106
or Goldman, Sachs & Co. at (877) 686-5059 or (212) 902-9077.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the notes or any other securities.
The tender offer is made only by and pursuant to the terms of the
Offer to Purchase and the related Letter of Transmittal. None of
the Company, the dealer managers or the depositary and information
agent makes any recommendations as to whether holders should tender
their notes pursuant to the tender offer. Holders must make their
own decisions as to whether to tender notes and, if so, the
principal amount of notes to tender. ABOUT HILLENBRAND INDUSTRIES,
INC. Hillenbrand Industries is organized into two operating
companies serving the health care and funeral services industries.
Hill-Rom is a leading worldwide manufacturer and provider of
medical technologies and related services for the health care
industry, including patient support systems, non-invasive
therapeutic products for a variety of acute and chronic medical
conditions, medical equipment rentals, and information technology
solutions. Hill-Rom's comprehensive product and service offerings
are used by health care providers across the health care continuum
in hospitals, extended care facilities and home care settings to
enhance the safety and quality of patient care. Hill-Rom ...
enhancing outcomes for patients and their caregivers. Batesville
Casket Company is a leader in the North American death care
industry through the sale of funeral services products, including
burial caskets, cremation caskets, containers and urns, selection
room display fixturing and other personalization and
memorialization products. Batesville Casket Company ... helping
families honor the lives of those they love.
http://www.hillenbrand.com/ Disclosure Regarding Forward-Looking
Statements Certain statements in this press release contain
forward-looking statements, regarding the Company's future plans,
objectives, beliefs, expectations, representations and projections.
The Company has tried, wherever possible, to identify these
forward-looking statements using words such as "intend,"
"anticipate," "believe," "plan," "encourage," "expect," "may,"
"goal," "become," "pursue," "estimate," "strategy," "will,"
"projection," "forecast," "continue," "accelerate," "promise,"
"increase," "higher," "lower," "reduce," "improve," "expand,"
"progress," "potential" or the negative of those terms or other
variations of them or by comparable terminology. The absence of
such terms, however, does not mean that the statement is not
forward-looking. It is important to note that forward-looking
statements are not guarantees of future performance, and the
Company's actual results could differ materially from those set
forth in any forward-looking statements. Factors that could cause
actual results to differ from forward-looking statements include
but are not limited to: the Company's dependence on its
relationships with several large national providers and group
purchasing organizations, changes in death rates, whether the
Company's new products are successful in the marketplace, changes
in customers' Medicare reimbursements, collections of accounts
receivable, compliance with FDA regulations, antitrust litigation,
potential exposure to product liability or other claims, failure of
the Company's announced strategic initiatives and restructuring and
realignment activities to achieve expected growth, efficiencies or
cost reductions, disruptions in the Company's business or other
adverse consequences resulting from the planned separation of the
Company's two operating companies, failure of the Company to
execute its acquisition and business alliance strategy through the
consummation and successful integration of acquisitions or entry
into joint ventures or other business alliances, competition from
nontraditional sources in the funeral services business, volatility
of the Company's investment portfolio, increased costs or
unavailability of raw materials, labor disruptions, the ability to
retain executive officers and other key personnel, and certain
tax-related matters. For a more in depth discussion of these and
other factors that could cause actual results to differ from those
contained in forward-looking statements, see the discussions under
the heading "Risk Factors" in the Company's Annual Report on Form
10-K for the period ended September 30, 2007. The Company assumes
no obligation to update or revise any forward-looking statements.
DATASOURCE: Hillenbrand Industries, Inc. CONTACT: Investors, Blair
A. (Andy) Rieth, Jr., Vice President, Investor Relations, Corporate
Communications & Global Brand Development, +1-812-931-2199, ,
or Media, Lauren Green-Caldwell, Director, Corporate Communications
& Public Relations, +1-812-934-8692, Web site:
http://www.hillenbrand.com/
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