Hillenbrand Industries, Inc. Announces Early Tender Results of its Pending 'Any and All' Cash Tender Offer for its 4.50 Percent
17 Mars 2008 - 12:00PM
PR Newswire (US)
BATESVILLE, Ind., March 17 /PRNewswire-FirstCall/ -- Hillenbrand
Industries, Inc. (NYSE:HB) (the "Company") announced today the
early tender results of its previously announced cash tender offer
to purchase any and all of its outstanding 4.50 percent Senior
Notes due 2009 (CUSIP No. 431573AD6), of which $250 million in
aggregate principal amount was outstanding as of February 29, 2008.
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. As of 5 p.m., New
York City time, on March 13, 2008, which is the early tender date,
$220,905,000 in aggregate principal amount of notes, representing
approximately 88 percent of the outstanding notes, had been validly
tendered (and not validly withdrawn) in the tender offer. The
tender offer is scheduled to expire at 8 a.m., New York City time,
on March 31, 2008, unless extended or earlier terminated. Holders
who validly tendered (and did not validly withdraw) their notes on
or before the early tender date and whose notes are accepted for
purchase in the tender offer will receive the full tender offer
consideration, which will be calculated in the manner described in
the Offer to Purchase. Holders who tender their notes after the
early tender date and whose notes are accepted for purchase in the
tender offer will receive the late tender offer consideration,
which is the full tender offer consideration minus the early tender
premium of $20.00 per $1,000 principal amount of notes. In addition
to the full tender offer consideration or late tender offer
consideration, as applicable, holders of notes tendered and
accepted for payment will receive accrued and unpaid interest on
the notes from the last interest payment date for the notes to, but
not including, the settlement date. The settlement date will be
promptly after the expiration date, and is expected to occur on or
before April 1, 2008. 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
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 tender offer is not conditioned on
the tender of a minimum principal amount of the notes. The Company
is not soliciting consents from holders of notes in connection with
the tender offer. 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, within the meaning of the Private
Securities Litigation Reform Act of 1995, regarding Hillenbrand's,
Hill-Rom's, and Batesville's future plans, objectives, beliefs,
expectations, representations and projections. Hillenbrand 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 actual results could differ materially from
those set forth in any forward- looking statements. Factors that
could cause Hill-Rom's actual results to differ from forward-
looking statements include but are not limited to: Hill-Rom's
dependence on its relationships with several large group purchasing
organizations, whether Hill-Rom'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 Hill-Rom's announced
strategic initiatives and restructuring and realignment activities
to achieve expected growth, efficiencies or cost reductions,
disruptions in Hill-Rom's business or other adverse consequences
resulting from the planned separation of Hillenbrand's two
operating companies, failure to realize the anticipated benefits of
the separation, failure of Hill-Rom 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, 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 Hill-Rom's actual results to differ from those
contained in forward-looking statements, see the discussions under
the heading "Risk Factors" in Hillenbrand'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.
Factors that could cause Batesville's actual results to differ from
forward-looking statements include but are not limited to:
Batesville's dependence on its relationships with several large
national providers, changes in death rates, whether Batesville's
new products are successful in the marketplace, antitrust
litigation, potential exposure to product liability or other
claims, failure of Batesville's announced strategic initiatives and
restructuring and realignment activities to achieve expected
growth, efficiencies or cost reductions, disruptions in
Batesville's business or other adverse consequences resulting from
the planned separation of Hillenbrand's two operating companies,
failure to realize anticipated benefits of the separation, failure
of Batesville to execute its acquisition strategy through the
consummation and successful integration of acquisitions,
competition from nontraditional sources in the funeral services
business, volatility of Batesville'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 Batesville's
actual results to differ from those contained in forward-looking
statements, see the discussions under the heading "Risk Factors" in
the Registration Statement on Form 10 filed by Batesville Holdings,
Inc with the SEC. None of Hillenbrand, Hill-Rom and Batesville
assumes any obligation to update or revise any forward-looking
statements. DATASOURCE: Hillenbrand Industries, Inc. CONTACT:
Investor Relations: Blair A. (Andy) Rieth, Jr., Vice President,
Investor Relations, Corporate Communications & Global Brand
Development, +1-812-931-2199, ; Media: Lauren Green-Caldwell,
Director, Corporate Communications & Public Relations,
+1-812-934-8692, Web site: http://www.hillenbrand.com/
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