A Medical Device Daily
Hillenbrand Industries (Batesville, Indiana) reported that on Friday, its board formally approved the previously disclosed tax-free spin-off of Batesville Holdings to be the post separation holding company for the Batesville Casket funeral service business. The board set a record date of March 24 and a date of March 31 for the distribution by Hillenbrand Industries to its shareholders of all of the shares of Batesville Holdings (Batesville).
In addition, Hillenbrand's shareholders approved in a March 13 special meeting the change of Hillenbrand Industries' name to Hill-Rom at the time of the separation. At the same time, Batesville Holdings will change its name to Hillenbrand.
The new Hill-Rom Holdings will trade on the New York Stock Exchange under the ticker symbol HRC. The new Hillenbrand will trade on the NYSE under the symbol HI.
After the close of business on the distribution date, shareholders of Hillenbrand Industries will receive one share of the new Hillenbrand common stock for each share of Hillenbrand Industries common stock held by them. No action is required of Hillenbrand Industries shareholders to receive their shares in new Hillenbrand.
"We are pleased to be completing these final steps toward the separation," said Peter Soderberg, president/CEO of Hillenbrand Industries and Hill-Rom. "Our board and our management believe that separation of the two companies is the best way to unlock value and allow each company to focus on accelerating growth in their respective industries."
Hillenbrand Industries also reported the early tender results of its previously reported cash tender offer to purchase any and all of its outstanding 4.50% senior notes, due 2009, of which $250 million was outstanding as of Feb. 29.
As of 5 p.m., EDT, March 13, the early tender date, $220,905,000 of notes, representing about 88% of the outstanding notes, had been validly tendered in the offer. The tender offer is scheduled to expire at 8 a.m., EDT, March 31, unless extended or earlier terminated.
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 per $1,000 of notes.
The tender offer is conditioned on the satisfaction of certain conditions, including the consummation of the distribution to the company's shareholders of all of the shares of Batesville Holdings common stock.
The company has retained Citi and Goldman, Sachs & Co. to serve as the dealer managers for the offer and has retained Global Bondholder Services to serve as the depositary and information agent for the tender offer.
In other dealmaking news:
- Medidata Solutions (New York), a provider of electronic data capture (EDC), management and reporting solutions, reported completing its acquisition of Fast Track Systems (Conshohocken, Pennsylvania/Ross, California), a provider of clinical trial planning software, proprietary contracting data and professional services.
Medidata said the acquisition extends its ability to serve customers throughout the clinical research process with technologies that improve efficiencies in protocol development and trial planning, contracting and negotiation.
The companies first collaborated in early 2007 on the integration of Fast Track's protocol development tool with Medidata Rave, Medidata's electronic data capture, management and reporting solution.
"This acquisition was a natural evolution of our initial partnership. It became clear early on that not only do our technologies integrate well, but that the two companies shared similar goals and approaches to making improvements in the way clinical research is conducted," said Ed Seguine, Medidata's new general manager of trial planning solutions and former CEO of Fast Track. - Draxis Health ississauga, Ontario) said it is currently in discussions regarding a potential transaction that could lead to a sale of the company. The company made the disclosure in response to a request by securities regulators with respect to increased trading in its common stock.
Draxis, through its wholly owned operating subsidiary, Draxis Specialty Pharmaceuticals, provides products in three categories: sterile products, non-sterile products and radiopharmaceuticals. Draxis employs about 500 staff in its facility located in a Montreal suburb.