Hillenbrand to sell Cimcool to DuBois for US$224 mn

US industrial company Hillenbrand Inc. says it has reached a definitive agreement to sell its Cimcool business, a supplier of metalworking fluids and lubricants, to DuBois Chemicals Inc. (DuBois). The sale follows Hillenbrand's previously announced strategic review of alternatives for this business, which was part of the 2019 acquisition of machinery firm Milacron Holdings Corp.

Hillenbrand's wholly-owned subsidiary Milacron entered into an equity and asset purchase agreement with DuBois, pursuant to which DuBois will acquire the Cimcool business at a purchase price of approximately US$224 million in cash, subject to certain customary closing adjustments. In addition, DuBois has agreed to pay up to US$26 million in contingent purchase price upon a future sale of the combined DuBois and Cimcool businesses, conditioned upon DuBois' ultimate sponsor receiving elevated levels of return on equity, for an aggregate purchase price not to exceed US$250 million should these conditions be met.

"The divestiture of Cimcool aligns with our previously disclosed intent to seek strategic alternatives for the business and allows us to remain focused on the continued integration of the Milacron APPT and MDCS businesses with Hillenbrand," said Joe Raver, President/CEO of Hillenbrand. "The proceeds from the sale will be used for de-leveraging activities, strengthening our financial position as we seek to enhance our leadership positions in the industrial platforms that represent our most compelling opportunities for profitable growth."

Founded in 1920 and headquartered in Ohio, DuBois is a provider of customised speciality chemicals solutions and services to more than 15,000 customers.

"We are excited that our customers will have access to a new set of solutions, applications experts, and technical service resources to support and add value to their businesses," said Jeff Welsh, President/CEO of DuBois. "We believe that this acquisition will allow us to increase our presence among significant customers and important segments. The expanded product portfolio of the combined organisation will also allow us to meet our customers' evolving needs in new applications areas."

Consistent with its current capital allocation priorities, Hillenbrand intends to use proceeds from the sale for de-leveraging activities.

The closing of the transaction is expected to occur on March 30, 2020, subject to customary closing conditions. Employee consultations required by law may result in a second closing for the Dutch portion of the business, and if required, Milacron has agreed to operate the Dutch business for the benefit of DuBois until that closing, as provided in relevant transaction documents.

Hillenbrand's portfolio includes industrial businesses such as Coperion, Milacron Injection Molding & Extrusion, and Mold-Masters, in addition to Batesville, involved in the death care industry in North America. Hillenbrand is publicly traded on the NYSE.

(PRA)

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