Item 1.01. Entry into a Material Definitive
Agreement.
On May 23, 2023, Hillenbrand, Inc. (“Hillenbrand”),
through its wholly owned subsidiary, Milacron LLC (“Purchaser”), a Delaware limited liability company, entered into a Share
Purchase Agreement (“Agreement”) with Schenck Process Holding GmbH (“Seller”), a German limited liability company.
Pursuant to the Agreement, Purchaser agreed to acquire the Schenck Process food and performance materials business (the “Business”)
by acquiring all the issued and outstanding capital stock of Schenck Process Holding North America Inc., a Delaware corporation, and the
entire issued and unissued share capital of Baker Perkins Holdings Limited, an England and Wales private limited company, along with such
entities’ respective subsidiaries (the “Transaction”).
Pursuant to the Agreement, Purchaser agreed to
pay an aggregate purchase price of approximately $730,000,000 in cash, subject to specified adjustments as set forth in the Agreement,
including an obligation of Purchaser to reimburse Seller for certain claimed tax credits and post-closing reorganization costs, subject
to applicable resolution of those items and certain caps.
The closing of the Transaction is subject to certain
customary closing conditions, including (1) the expiration or termination of the waiting period for the Transaction under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, (2) subject to certain qualifiers, the accuracy of the representations and warranties
made by Seller and Purchaser, respectively, (3) the compliance in all material respects by Seller and Purchaser, respectively, of
their obligations under the Agreement, and (4) the absence of any Material Adverse Effect (as defined in the Agreement) on the Business.
The Agreement contains customary representations,
warranties, and covenants related to the Business. Between the date of the Agreement and the closing of the Transaction, subject to certain
exceptions, Seller has agreed to use commercially reasonable efforts to operate the Business in the ordinary course of business in all
material respects and to not take certain actions with respect to the Business without the prior written consent of Purchaser. Purchaser
has obtained representation and warranty insurance to provide coverage for certain breaches of representations and warranties of Seller,
which will be subject to certain exclusions, deductibles and other terms and conditions set forth therein.
The Agreement includes customary termination provisions
including the right of either Purchaser or Seller to terminate the Agreement if the closing of the Transaction has not occurred by February 23,
2024, or, under certain conditions, May 23, 2024.
The
foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the text of
the Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
The foregoing summary
has been included to provide investors and security holders with information regarding the terms of the Agreement and is qualified in
its entirety by the terms and conditions of the Agreement. It is not intended to provide any other factual information about Hillenbrand
or its respective subsidiaries and affiliates, including the Business. The Agreement contains representations and warranties by each of
the parties to the Agreement, which were made only for purposes of that agreement and as of specified dates. The representations, warranties,
covenants, and agreements in the Agreement were made solely for the benefit of the parties to the Agreement, are subject to limitations
agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual
risk between the parties to the Agreement instead of establishing these matters as facts, and are subject to standards of materiality
applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations,
warranties, covenants, and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Hillenbrand
or its respective subsidiaries and affiliates, including the Business. Moreover, information concerning the subject matter of the representations,
warranties, covenants, and agreements may change after the date of the Agreement, which subsequent information may or may not be fully
reflected in Hillenbrand's public disclosures.