Hillenbrand Shareholders Vote on $3.8 Billion Takeover Proposal

Hillenbrand US4315711089

Shareholders of Hillenbrand Inc. are convening for a special meeting today to cast their votes on a definitive acquisition agreement. A subsidiary of Lone Star Funds has proposed to take the company private in an all-cash transaction valued at approximately $3.8 billion.

The offer on the table is $32.00 per share in cash. Hillenbrand’s stock recently opened at $31.80, demonstrating minimal volatility and trading close to the proposed acquisition price—a narrow spread that suggests the market views deal completion as highly probable. This offer represents a premium of roughly 37% over the company’s unaffected closing share price on August 12, 2025.

The meeting commenced at 10:00 a.m. Eastern Time. A unanimous recommendation from Hillenbrand’s Board of Directors, chaired by Helen Cornell, backs the merger with Lone Star. This shareholder vote is considered the final major corporate hurdle before the deal can proceed toward closing.

Key Transaction Details:
* Current Trading Price: $31.85
* All-Cash Offer: $32.00 per share
* Total Enterprise Value: Approximately $3.8 billion
* Most Recent Dividend: $0.2275 per share
* Anticipated Closing: By the end of the first quarter of 2026
* Financing Structure: Fully committed with a $1.647 billion equity backstop plus guaranteed debt facilities; the transaction is not contingent on financing.

Path to Completion and Corporate Changes

While today's vote is critical, the transaction remains subject to receiving customary regulatory approvals. Clearances are required in several jurisdictions, including the United States, Canada, China, India, and the European Union.

The financing for the acquisition has been secured. Notably, Hillenbrand recently redeemed $375 million of its 4.500% notes, which were due in September 2026.

Upon the effective date of the merger, Hillenbrand will become a wholly-owned subsidiary of LSF12 Helix Parent, LLC. Concurrently, its shares will be delisted from the New York Stock Exchange, and the company will cease its public reporting obligations under the Exchange Act. Provided shareholders approve the deal and regulators grant the necessary clearances, Hillenbrand is expected to transition to private ownership and exit the public markets within the stated quarterly timeframe.