Press Release

Morgan Lewis Advises K-Tron on $435 Million Transaction

January 11, 2010

PHILADELPHIA, January 11, 2009: Hillenbrand, Inc. and K-Tron International, Inc. have signed a definitive merger agreement providing for Hillenbrand's acquisition of K-Tron for $150 per share in cash. Morgan Lewis represented K-Tron in the merger—a transaction representative of middle-market companies once again engaging in significant deals, as buyers who are looking to diversify become more aggressive on value.

The share price—which has seen a near 10-fold increase over the past 12 years under the leadership of K-Tron CEO and former Morgan Lewis partner Edward B. Cloues II—represents a 32.1 percent premium over the closing price of K-Tron's stock on January 8, 2010, and a 38.6 percent premium over the 20-day average closing stock price. The boards of directors of both companies have unanimously approved the merger agreement. The transaction will have an aggregate purchase price of approximately $435 million.

The Morgan Lewis team included Business & Finance partners Timothy Maxwell, Richard Aldridge, Joanne Soslow, and Anthony Warnock-Smith, along with associates Christine Ulrich, Amanda Abrams, Bindu Kolli, and William McMahon. For additional details on the transaction, please see the press release issued by the companies at: www.prnewswire.com/news-releases/hillenbrand-to-acquire-k-tron-international-81125272.html.