The Change of Control Offers are being made pursuant to the terms and subject to the conditions set forth in the respective change of control offer to purchase, each dated as of January 9, 2026 (the "Offers to Purchase"). The Change of Control Offers will expire at 5:00 p.m., New York City time, on the date (the "Expiration Date") that is the later of (i) February 9, 2026 and (ii) the date that is one business day prior to the date on which the Merger is consummated (provided such date is no later than Marc ...

Forward-Looking Statements This communication includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the timing of the proposed acquisition of Hillenbrand by an affiliate of Lone Star Funds through a merger transaction (the "Merger"), as contrasted with historical information. Forward-looking statements are based on assumptions that Hillenbrand believes are reasonable, but by their very nature are subject to a wide ra ...

Summary of Hillenbrand's Extraordinary General Meeting Company Overview - **Company**: Hillenbrand Incorporated (NYSE: HI) - **Event**: 2026 Extraordinary General Meeting - **Date**: January 8, 2026 Key Points Acquisition Proposal - The primary agenda item was the proposed acquisition of Hillenbrand by an affiliate of Lone Star Funds, referred to as the merger agreement proposal [9][10] - The Board of Directors recommended that shareholders vote in favor of the merger agreement proposal [9] Compensation Proposal - A second agenda item was the advisory proposal regarding compensation for Hillenbrand's named executive officers related to the merger agreement [10] - The Board of Directors also recommended that shareholders vote in favor of this compensation proposal [10] Adjournment Proposal - The third item was a proposal to approve any necessary adjournment of the meeting to solicit additional proxies if needed [10] - The Board of Directors recommended that shareholders vote in favor of the adjournment proposal [10] Voting and Attendance - As of the record date (November 28, 2025), there were 70,508,655 shares of Hillenbrand Common Stock outstanding [6] - A quorum was established with 58,927,708 shares (83.57%) present, allowing the meeting to proceed [6] - Shareholders were able to vote during the meeting via the special meeting website [7][12] Voting Results - Preliminary results indicated that all three proposals (Merger Agreement, Compensation, and Adjournment) were approved [13] - Final voting results will be reported in a current report on Form 8-K to be filed with the SEC [13] Forward-Looking Statements - Any statements made during the meeting regarding expectations and plans are forward-looking and subject to risks and uncertainties [3] - Important factors that could cause actual results to differ are detailed in Hillenbrand's annual report on Form 10-K for the fiscal year ended September 30, 2025 [3] Shareholder Engagement - Shareholders were encouraged to submit questions relevant to the business of the meeting, with a limit of one question per shareholder [2][11] - No questions were raised during the meeting [11] Additional Notes - The meeting was conducted in accordance with the agenda and rules of conduct, with all necessary introductions made [4][5] - The meeting concluded with appreciation expressed to shareholders for their participation [14]

Core Viewpoint - Hillenbrand, Inc. has been recognized by Newsweek as one of America's Most Responsible Companies for the second consecutive year, highlighting its commitment to governance and sustainability practices [1][5]. Group 1: Recognition and Awards - Hillenbrand has been named one of America's Most Responsible Companies in 2026, marking the second year in a row for this recognition [1][5]. - The selection process for the award involved assessing companies across 14 industries based on over 30 key performance indicators, including energy usage and safety performance [2]. Group 2: Company Commitment - Kim Ryan, President and CEO of Hillenbrand, emphasized that this recognition reflects the dedication of the company's associates and their commitment to sustainable and responsible business practices [3]. - The company aims to make a meaningful difference through its initiatives, which positively impact stakeholders [3]. Group 3: Company Overview - Hillenbrand is a global industrial company providing highly-engineered processing equipment and solutions to customers in over 100 countries [4]. - The company's portfolio includes leading industrial brands serving large markets such as durable plastics, food, and recycling [4].

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Core Viewpoint - Hillenbrand, Inc. has declared a quarterly cash dividend of $0.2275 per share, payable on December 31, 2025, to shareholders of record as of December 16, 2025 [1] Company Overview - Hillenbrand, Inc. is a global industrial company providing highly-engineered, mission-critical processing equipment and solutions to customers in over 100 countries [1] - The company's portfolio includes leading industrial brands that serve large end markets such as durable plastics, food, and recycling [1] - Hillenbrand is guided by its purpose to "Shape What Matters For Tomorrow," focusing on excellence, collaboration, and innovation [1]

VANCOUVER, British Columbia, Nov. 25, 2025 (GLOBE NEWSWIRE) -- Highland Copper Company Inc. (TSXV: HI; OTCQB: HDRSF) (“Highland Copper” or the “Company”) is pleased to announce that it has signed a binding offer from its joint venture partner, Kinterra Copper USA LLC (“Kinterra”), for the sale of the Company’s 34% interest in the White Pine North Project (“White Pine”) for aggregate consideration of approximately US$30 million. This transaction represents a significant milestone in optimizing Highland Coppe ...

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Hillenbrand, Inc. to an affiliate of Lone Star Funds for $32.00 per share in cash, focusing on the rights and options available to Hillenbrand shareholders [1][2]. Group 1: Investigation Details - The investigation examines whether Hillenbrand and its board violated federal securities laws and fiduciary duties by not securing the best possible consideration for shareholders [2]. - Concerns include whether Lone Star is underpaying for Hillenbrand and if all material information necessary for shareholders to assess the merger consideration was disclosed [2]. Group 2: Potential Actions - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other forms of relief related to the proposed transaction [3]. - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [3]. Group 3: Firm Background - Halper Sadeh LLC represents global investors affected by securities fraud and corporate misconduct, having recovered millions for defrauded investors [4].

Merger and Acquisition Activities - For the fiscal year ended September 30, 2025, the company reported a merger agreement with Lone Star Fund XII, L.P., where each share of common stock will be converted into $32.00 in cash[221]. - The company incurred transaction expenses of $3.3 million related to the merger for the year ended September 30, 2025, recorded in selling, general and administrative expenses[222]. - The company completed the divestiture of its majority interest in Milacron for total consideration of $286.0 million, resulting in a pre-tax loss of $57.2 million[252][254]. - The company recorded a pre-tax gain of $68.1 million from the divestiture of its 46% interest in TerraSource to Astec Industries[255]. - Business acquisition costs were $1.3 million in 2025 and $0.2 million in 2024, divestiture costs were $8.9 million in 2025 and $0.4 million in 2024, and integration costs were $54.9 million in 2025 compared to $71.6 million in 2024[299]. Financial Performance - Net revenue for the year ended September 30, 2025, decreased by $509.0 million (16%) compared to the previous year[257]. - Gross profit for the same period decreased by $155.7 million (15%), but the gross profit margin improved by 50 basis points to 33.7%[258]. - Consolidated net income for fiscal 2025 increased by $254.1 million (126%) to $52.1 million, attributed to a decrease in non-cash impairment charges and favorable pricing[291]. - Consolidated adjusted EBITDA for fiscal 2025 decreased by $123.7 million (24%) to $388.0 million, primarily due to lower volume in the Advanced Process Solutions segment[292]. - Net revenue for Advanced Process Solutions decreased by $218.6 million (10%) to $2,069.4 million in fiscal 2025, primarily due to lower capital equipment sales volume and aftermarket parts revenue[268]. - Net revenue for Molding Technology Solutions decreased by $290.4 million (32%) to $604.4 million, primarily due to the divestiture of Milacron[276]. - Net revenue for the year ended September 30, 2025, was $369.8 million, a decrease of 53% compared to $784.3 million for the year ended September 30, 2024[320]. - Gross profit for the year ended September 30, 2025, was $126.7 million, down 41.2% from $215.2 million in the previous year[320]. Operational Metrics - Backlog is a significant operational measure, representing expected net revenue from awarded contracts, with fulfillment timelines ranging from days to 24 months depending on the project size[218][219]. - The company expects future net revenue to be influenced by order backlog, which does not include projects shipped within the same quarter[216]. - The company’s contracts may include provisions for cancellation or termination at the discretion of the customer, impacting backlog and revenue recognition[219]. - Order backlog for Advanced Process Solutions decreased by $159.0 million (9%) from $1,681.4 million at September 30, 2024, to $1,522.4 million at September 30, 2025, driven by a decrease in capital equipment orders[269]. - Order backlog for Molding Technology Solutions decreased by $179.3 million (78%) to $51.8 million, primarily due to the Milacron divestiture[277]. Impairment and Goodwill - The company’s goodwill and indefinite-lived intangible assets are tested for impairment at least annually, with significant judgments involved in the assessment[231][239]. - The company recorded a goodwill impairment charge of $82.3 million for the Molding Technology Solutions segment as of July 1, 2025, due to carrying values exceeding fair values[244]. - The estimated fair value for the three reporting units within the Advanced Process Solutions segment was determined to be 12% to 96% greater than their carrying values[243]. - Impairment charges for the year were $83.5 million, down from $265.0 million in the previous year[262]. Expenses and Cash Flow - Selling, general and administrative expenses decreased by $63.6 million (9%), but as a percentage of net revenue, they increased by 210 basis points to 24.3%[261]. - Selling, general and administrative expenses for Advanced Process Solutions decreased by $17.7 million (4%) to $433.4 million, with expenses as a percentage of net revenue increasing to 20.9%[272]. - Corporate expenses increased by $1.9 million (2%) to $89.3 million, with corporate expenses as a percentage of net revenue rising to 3.3%, an increase of 60 basis points[287]. - Operating cash flows from continuing operations decreased by $135.1 million (71%) from $191.3 million in 2024 to $56.2 million in 2025, primarily due to lower earnings and unfavorable working capital timing[310]. - Cash used in financing activities was $279.4 million in 2025, mainly for debt repayments and dividends, compared to $227.1 million in 2024[313]. Tax and Pension - The effective tax rate for fiscal 2025 was 2,270.8%, a significant increase from (46.5)% in fiscal 2024, primarily due to non-recurring tax benefits and restructuring activities[266]. - The pension settlement gain in 2025 was attributed to one-time premium refunds from the termination of the U.S. pension plan, while charges in 2024 were due to lump-sum payments to former employees[299]. - The anticipated contribution to defined benefit pension plans in 2026 is $10.1 million, with ongoing monitoring of funding levels and asset performance[302]. Debt and Liquidity - The company has a $700 million revolving credit facility and a $175 million term loan, with the maturity date extended to July 9, 2030[306]. - Total contractual obligations as of September 30, 2025, amounted to $633.3 million, with significant future cash outlays expected[317]. - The company reported a net cash flow of $(36.5) million in 2025, compared to $(22.3) million in 2024, reflecting challenges in cash generation[309]. - The company repurchased 4,143,000 shares for approximately $175.0 million under the share repurchase program, with $125.0 million remaining for future repurchases as of September 30, 2025[301]. Market and Currency Risks - The company calculates foreign currency impact on net revenue and other financial metrics to measure comparability between periods[217]. - A hypothetical 10% movement in end-of-period market rates would change the fair value of derivative instruments by $8.1 million as of September 30, 2025[328]. - The translation of financial statements from non-U.S. operations could result in a change in shareholders' equity of $131.5 million due to a 10% change in foreign exchange rates as of September 30, 2025[329]. - Variable rate debt obligations amounted to $681.3 million as of September 30, 2025, with a potential annual interest expense change of approximately $6.8 million for a 1% interest rate change[327]. - Current global supply chain disruptions may impact gross margins if commodity prices increase and firm pricing cannot be secured from suppliers[326].

Financial Performance - Q4 net revenue was $652 million, a decrease of 22% year-over-year; pro forma net revenue decreased 5%[7] - FY 2025 net revenue totaled $2.67 billion, down 16% compared to the prior year; pro forma net revenue decreased 9%[20] - Q4 GAAP EPS increased to $1.07 from $0.17 in the prior year; adjusted EPS decreased 18% to $0.83[7] - FY 2025 GAAP EPS was $0.61, up from a loss of $(3.03) in the prior year; adjusted EPS decreased 25% to $2.49[20] - Adjusted EBITDA for FY 2025 was $388 million, a decrease of 24% year-over-year; pro forma adjusted EBITDA decreased 19%[24] - The company experienced a gross profit of $226.8 million, down 21.4% from $288.4 million year-over-year[39] - Consolidated net income for the year ended September 30, 2025, was $52.1 million, a significant recovery from a net loss of $202.0 million in the previous year[45] Cash Flow and Debt - Cash flows from operating activities in FY 2025 were $56 million, a decrease of $135 million year-over-year[25] - Hillenbrand's cash flows from operating activities from continuing operations were $56.2 million for the year ended September 30, 2025, a significant decrease from $191.3 million in 2024[40] - Cash, cash equivalents, and restricted cash decreased to $191.4 million at the end of the period from $227.9 million at the beginning of the period[40] - As of September 30, 2025, net debt was $1.36 billion, with a net debt to pro forma adjusted EBITDA ratio of 3.7x[26] - Total debt as of September 30, 2025, was $1,524.8 million, with a net debt of $1,360.0 million after accounting for cash and cash equivalents of $164.8 million[47] - The ratio of net debt to adjusted EBITDA for the trailing twelve months ended September 30, 2025, was 3.7[47] Backlog and Future Revenue - The company has a backlog of $1.52 billion, which decreased 10% year-over-year[16] - The total backlog represents expected net revenue from awarded contracts, with the majority expected to be fulfilled within the next twelve months[35] - The company anticipates that future net revenue will be influenced by order backlog due to lead times in fulfilling engineered-to-order equipment[37] - The backlog for Advanced Process Solutions as of September 30, 2025, was $1,522.4 million, down from $1,681.4 million in the previous year[47] - The company anticipates future sales and earnings growth, contingent on successful execution of its strategic initiatives, including the proposed merger with Lone Star[48] Impairment and Charges - The company recorded impairment charges of $83.5 million in the three months ended September 30, 2025, compared to no impairment charges in the same period of 2024[41] Market and Operational Risks - Risks associated with the Merger include potential delays in regulatory approvals and the possibility of incurring significant transaction costs[50] - The company faces competition in its industries, which may impact pricing and market share[50] - Hillenbrand's financial performance may be affected by global market conditions, including volatility in interest and exchange rates[50] - There are uncertainties related to environmental regulations and the physical risks of climate change that could impact operations[50] - Labor shortages and increasing competition for skilled workers are challenges that Hillenbrand is currently facing[50] - The company is subject to risks from foreign currency fluctuations and potential labor disruptions[50] - Hillenbrand's effective tax rate may be influenced by changes in tax laws and the mix of earnings[50] Strategic Initiatives and Acquisitions - Hillenbrand is set to be acquired by Lone Star Funds for an enterprise value of approximately $3.8 billion, with shareholders receiving $32.00 per share[5] - The company has made acquisitions, such as the Schenck Process Food and Performance Materials business, which may influence its financial condition and operational results[50] Operational Overview - Hillenbrand operates in over 100 countries, providing mission-critical processing equipment and solutions across durable plastics, food, and recycling markets[52] - The company is focused on pursuing excellence, collaboration, and innovation to shape solutions for its stakeholders[52] Segment Performance - Advanced Process Solutions adjusted EBITDA for Q3 2025 was $103.8 million, down from $117.1 million in Q3 2024, representing a decrease of 11.3%[43] - Molding Technology Solutions adjusted EBITDA for Q3 2025 was $21.1 million, a decline of 49.8% compared to $42.0 million in Q3 2024[45] - Advanced Process Solutions net revenue for Q3 2025 was $557.3 million, down from $591.1 million in Q3 2024, reflecting a decrease of 5.7%[46] - Molding Technology Solutions net revenue for Q3 2025 was $94.8 million, a decrease of 61.6% from $246.5 million in Q3 2024[46] - Consolidated pro forma net revenue for the year ended September 30, 2025, was $2,428.3 million, down from $2,656.7 million in 2024, indicating a decline of 8.6%[46]