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New Owner for KTron

January 14, 2010

Hillenbrand buys company for $150 per share.

Hillenbrand, Inc. is acquiring K-Tron for $150 per share in cash. This price represents a 32.1% premium over the closing price of KTron’s stock on January 8, and a 38.6% premium over the 20-day average closing stock price. The boards of directors of both companies have unanimously approved the merger agreement. The directors and officers of K-Tron are holding approximately 10% of K-Tron’s outstanding common stock in the aggregate have agreed to vote their shares in favor of the transaction. The transaction will have an aggregate purchase price of approximately $435 million. Adjusted for K-Tron debt and cash on hand at October 3, 2009, the estimated net purchase price of the deal is approximately $390 million. The final net purchase price will be calculated based upon the K-Tron balance sheet at the date of close.

Following the completion of the transaction, expected to occur at the end of March 2010, K-Tron will operate as a wholly owned subsidiary of Hillenbrand. Kevin Bowen, who will be president of K-Tron’s Process Group, and Donald Melchiorre, who will be president of K-Tron’s Size Reduction Group, will continue to manage their respective businesses and report directly to Kenneth Camp, Hillenbrand’s president and chief executive officer. Lukas Guenthardt, senior vice president of K-Tron corporate development, will also report to Mr. Camp. Robert Wisniewski, chief financial officer of K-Tron, will report to Cynthia Lucchese, Hillenbrand’s chief financial officer. Edward Cloues II, K-Tron’s chairman and chief executive officer, will be appointed to the Hillenbrand board when the merger is completed. KTron’s headquarters will remain in Pitman, NJ.

“We are delighted that K-Tron will be joining the Hillenbrand family of companies,” said Mr. Camp. “Although K-Tron’s products differ from ours, we are both manufacturing companies that share similar processes and core operational values. Like our Batesville Casket business, the K-Tron operating companies are leaders in their industries and have highly effective executive management teams. K-Tron has a strong track record of delivering superior financial performance and creating significant shareholder value.”

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