Form 8-K
false 0001637913 0001637913 2019-11-20 2019-11-20

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

November 20, 2019

Date of Report (Date of earliest event reported)

 

Milacron Holdings Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

001-37458

 

 

80-0798640

(Commission

File Number)

 

 

(IRS Employer

Identification No.)

         

10200 Alliance Road, Suite 200

Cincinnati, Ohio

 

 

45242

(Address of principal executive offices)

 

 

(Zip Code)

(513) 487-5000

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, $0.01 par value per share

 

MCRN

 

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 20, 2019, Milacron Holdings Corp., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 12, 2019, among Hillenbrand, Inc. an Indiana corporation (“Hillenbrand”), Bengal Delaware Holding Corporation, a Delaware corporation and a wholly owned subsidiary of Hillenbrand (“Merger Sub”), and the Company, pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Hillenbrand (the “Merger”).

As of October 18, 2019, the record date for the Special Meeting, there were 70,495,009 shares of Company common stock outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 52,597,305 shares of Company common stock, representing approximately 74.61% of the outstanding shares entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business.

At the Special Meeting, Company stockholders considered three proposals, each of which is described in more detail in a definitive proxy statement filed by the Company with the Securities and Exchange Commission on October 18, 2019. The final results regarding each proposal are set forth below.

Proposal No. 1: Approval of the Proposal to Adopt the Merger Agreement

The Company’s stockholders approved the proposal to adopt the Merger Agreement, and approve the Merger contemplated thereby (the “Merger Proposal”). The Merger Proposal was approved by the requisite vote of the Company’s stockholders. The voting results for the Merger Proposal were as follows:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

52,576,634

 

19,598

 

1,073

 

Proposal No. 2: Approval of the Non-Binding, Advisory Merger-Related Compensation Proposal

The Company’s stockholders approved, by non-binding, advisory vote, compensation arrangements that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”). The Merger-Related Compensation Proposal was approved by the requisite vote of the Company’s stockholders. The voting results for the Merger-Related Compensation Proposal were as follows:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

51,924,683

 

652,972

 

19,650

 

Proposal No. 3: Adjournment of the Special Meeting

The Company’s stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve of the Merger Proposal (the “Adjournment Proposal”). The Adjournment Proposal was approved by the requisite vote of the Company’s stockholders. The voting results for the Adjournment Proposal were as follows:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

48,983,851

 

3,612,844

 

610

 

Item 8.01. Other Events.

Press Release

On November 20, 2019, the Company issued a press release announcing stockholder approval of the Merger Proposal, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits 

The following exhibit is filed herewith.

Exhibit

No.

   

Description

 

         
 

99.1

   

Press release, dated November 20, 2019

         
 

104

   

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

MILACRON HOLDINGS CORP.

             

 

 

By:

 

/s/ Tom Goeke

 

 

Name:

 

Tom Goeke

 

 

Title:

 

President and Chief Executive Officer

Date: November 20, 2019

EX-99.1

Exhibit 99.1

MILACRON STOCKHOLDERS ADOPT MERGER AGREEMENT WITH HILLENBRAND, INC.

CINCINNATI – November 20, 2019 – Milacron Holdings Corp. (NYSE: MCRN) announced today that its stockholders voted to adopt the Agreement and Plan of Merger, dated as of July 12, 2019, among Milacron Holdings Corp. (“Milacron”), Hillenbrand, Inc. (“Hillenbrand”) and Bengal Delaware Holding Corporation, at a special meeting of the Milacron stockholders held earlier today. Milacron’s stockholders also approved the proposal to approve, on an advisory (non-binding) basis, specified compensation payable to Milacron’s named executive officers in connection with the merger.

The final voting results will be disclosed in a Current Report on Form 8-K, in accordance with the rules of the U.S. Securities and Exchange Commission.

Milacron and Hillenbrand anticipate that the transaction will close on November 21, 2019.

About Milacron

Milacron is a global leader in the manufacture, distribution, and service of highly engineered and customized systems within the plastic technology and processing industry. Milacron is the only global company with a full-line product portfolio that includes hot runner systems, injection molding, mold components and extrusion equipment plus a wide market range of advanced fluid technologies. Visit Milacron at www.milacron.com

Forward-Looking Statements

This report contains statements, including statements regarding the proposed acquisition of Milacron by Hillenbrand, that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, financings, share repurchases and other measures of financial performance or potential future plans or events, strategies, objectives, expectations, beliefs, prospects, assumptions, projected costs or savings or transactions of Hillenbrand, Milacron or the combined company following Hillenbrand’s proposed acquisition of Milacron (the “Proposed Transaction”), the anticipated benefits of the Proposed Transaction, including estimated synergies, the expected timing of completion of the transaction and other statements that are not strictly historical in nature. In some cases, forward-looking statements can be identified by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “outlook,” “guidance” and similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are not guarantees of future performance or events, and actual results or events could differ materially from those set forth in any forward-looking statement due to any number of factors. These factors include, but are not limited to: the impact of the 2017 Tax Cuts and Jobs Act, enacted by the U.S. government on December 22, 2017, on Hillenbrand’s or Milacron’s financial position, results of operations, and cash flows; the outcome of any legal proceedings that may be instituted against Hillenbrand, Milacron or any companies each may acquire; global market and economic conditions, including those related to the credit and equity markets and international trade related matters, tariffs and other trade matters; volatility of our respective investment portfolios; adverse foreign currency fluctuations; involvement in claims, lawsuits and governmental proceedings related to operations; labor disruptions; the dependence of Hillenbrand’s business units on relationships with several large providers; demand for our respective products being significantly affected by general economic conditions; increased costs or unavailability of raw materials; continued fluctuations in mortality rates and increased cremations; competition from nontraditional sources in the death care industry; any decline in the use of plastic; cyclical demand for industrial capital goods; the competitiveness of the industries in which we operate and the financial resources of our competitors; certain tax-related matters; changes to legislation, regulation, treaties or government policy, including any resulting from the current political environment; the ability of Milacron and Hillenbrand to satisfy the conditions to the closing of the Proposed Transaction on a timely basis or at all; the occurrence of events that may


give rise to a right of one or both of Hillenbrand and Milacron to terminate the merger agreement; negative effects of the announcement or the consummation of the Proposed Transaction on the market price of Hillenbrand’s and/or Milacron’s common stock and/or on their respective businesses, financial conditions, results of operations and financial performance (including the ability of Milacron to maintain relationships with its customers, suppliers and others with whom it does business); uncertainties as to access to available financing of the Proposed Transaction (including financing for the Proposed Transaction) on a timely basis and on reasonable terms; uncertainties as to the long-term value of the common stock of Hillenbrand following the merger, including the dilution caused by Hillenbrand’s issuance of additional shares of its common stock in connection with the Proposed Transaction; the impact of the additional indebtedness Hillenbrand will incur in connection with the Proposed Transaction; risks relating to the value of the Hillenbrand shares to be issued in the Proposed Transaction; significant transaction costs and/or unknown liabilities of the Proposed Transaction; the possibility that the anticipated benefits from the Proposed Transaction cannot be realized by Hillenbrand in full or at all or may take longer to realize than expected; risks related to disruption of Milacron’s management’s attention from Milacron’s ongoing business operations due to the Proposed Transaction; risks associated with contracts containing consent and/or other provisions that may be triggered by the Proposed Transaction; risks associated with transaction-related litigation; the possibility that costs or difficulties related to the integration of Milacron’s operations with those of Hillenbrand will be greater than expected; the ability of Milacron and the combined company to retain and hire key personnel; the impact of new or changes in current laws, regulatory or other industry standards, including privacy and cybersecurity laws and regulations; and events beyond Hillenbrand’s and Milacron’s control, such as acts of terrorism. There can be no assurance that the Proposed Transaction or any other transaction described above will in fact be consummated in the manner described or at all. Stockholders, potential investors and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, please see Hillenbrand’s and Milacron’s reports on Forms S-4, 10-K, 10-Q and 8-K filed with or furnished to the SEC and other written statements made by Hillenbrand and/or Milacron from time to time. The forward-looking information herein is given as of this date only, and neither Hillenbrand nor Milacron undertakes any obligation to revise or update it.

Contacts

Investor Relations

Andy Kitzmiller

Vice President – Finance and Corporate Controller

andrew_kitzmiller@milacron.com

Media Relations

Lacy Wise

Manager Corporate Communications

lacy_wise@milacron.com

Bryan Locke / Mike DeGraff / Lindsay Charles

Sard Verbinnen & Co.

Phone: 312-895-4700

v3.19.3
Document and Entity Information
Nov. 20, 2019
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001637913
Document Type 8-K
Document Period End Date Nov. 20, 2019
Entity Registrant Name Milacron Holdings Corp.
Entity Incorporation State Country Code DE
Entity File Number 001-37458
Entity Tax Identification Number 80-0798640
Entity Address, Address Line One 10200 Alliance Road
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Cincinnati
Entity Address, State or Province OH
Entity Address, Postal Zip Code 45242
City Area Code (513)
Local Phone Number 487-5000
Security 12b Title Common stock, $0.01 par value per share
Trading Symbol MCRN
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false