Romi Responds to Hardinge's Rejection of Acquisition Offer
19 Fevereiro 2010 - 9:40AM
PR Newswire (US)
Romi's All-Cash Offer Provides Immediate Liquidity at Superior
Value to Hardinge's Stand-Alone Prospects SANTA BARBARA D'OESTE,
Brazil, Feb. 19 /PRNewswire/ -- Industrias Romi S.A. (Bovespa:
ROMI3) ("Romi"), a leading global manufacturer of machine tools,
today responded to the Hardinge Inc. (NASDAQ:HDNG) ("Hardinge")
Board of Directors' rejection of Romi's previously announced
all-cash offer to acquire all of the outstanding shares of Hardinge
for $8.00 per share. The offer is not subject to any financing
condition and will be funded entirely from Romi's internal
resources. "We are disappointed that despite the positive response
to our offer from Hardinge shareholders, Hardinge's Board continues
to refuse to engage in any meaningful dialogue to discuss our
all-cash offer," said Livaldo Aguiar dos Santos, Chief Executive
Officer of Romi. "Based on Hardinge's fourth quarter and full year
2009 results and outlook announced yesterday, it is difficult to
understand how Hardinge can deliver equivalent or superior value
for its shareholders as a stand-alone enterprise in the near- to
mid-term. We believe that any objective analysis would clearly
confirm that our offer is in the best interests of Hardinge's
shareholders, offering them immediate liquidity at superior value.
"While we continue to believe a combination makes sense, we have a
responsibility to the shareholders of Romi to remain a disciplined
bidder, especially in light of Hardinge's earnings announced
yesterday. We will study these results, and the long-term trends
they reflect, carefully with our advisors. Although it remains our
strong preference to sit down with the Hardinge Board to reach a
mutually agreeable transaction, unfortunately, Hardinge appears
instead to be more focused on erecting further barriers that deny
shareholders the value our offer would provide. If necessary, we
may have no other alternative but to take our offer directly to
Hardinge shareholders," concluded Mr. dos Santos. On February 4,
2010, Romi announced that it submitted an offer to Hardinge's Board
of Directors to acquire all of the outstanding shares of Hardinge
for $8.00 per share in cash. Romi's all-cash offer represents a
premium of over 46% to Hardinge's closing share price on February
3, 2010, the last trading day prior to the public disclosure of
Romi's offer. HSBC Securities (USA) Inc. is acting as financial
advisor and Shearman & Sterling LLP is acting as legal advisor
to Romi on the proposed transaction. About Romi Industrias Romi
S.A. (Bovespa: ROMI3), founded in 1930, is the market leader in the
Brazilian machinery and equipment industry. The company is listed
in the "Novo Mercado" category, which is reserved for companies
with the highest degree of corporate governance on the Bovespa. The
company manufactures machine tools, mainly lathes and machining
centers, plastic injection and blow molding machines for
thermoplastics and parts made of grey, nodular or vermicular cast
iron, which are supplied rough or machined. The company's products
and services are sold globally and used by a variety of industries,
such as the automotive, general consumer goods and industrial and
agricultural machinery and equipment industries. Important
Information This press release is neither an offer to purchase nor
a solicitation of an offer to sell securities of Hardinge. Subject
to future developments, additional documents regarding a
transaction with Hardinge may be filed with the Securities and
Exchange Commission (the "Commission") and, if and when available,
would be accessible for free at the Commission's website at
http://www.sec.gov/. Investors and security holders are urged to
read such disclosure documents, if and when they become available,
because they will contain important information. Romi is not
currently engaged in a solicitation of proxies from the
shareholders of Hardinge. However, in connection with Romi's offer
to acquire Hardinge, certain directors and officers of Romi may
participate in meetings or discussions with Hardinge shareholders.
Romi does not believe that any of these persons is a "participant"
in the solicitation of proxies under SEC rules. If in the future
Romi does engage in a solicitation of proxies from the shareholders
of Hardinge in connection with its offer to acquire Hardinge, Romi
will include the identity of people who, under SEC rules, may be
considered "participants" in the solicitation of proxies from
Hardinge shareholders in applicable SEC filings when they become
available. Forward-Looking Statements Any statements made in this
press release that are not statements of historical fact, including
statements about our beliefs and expectations, including the
proposed acquisition of Hardinge, are forward-looking statements
within the meaning of the U.S. federal securities laws and should
be evaluated as such. Forward-looking statements include statements
that may relate to our plans, objectives, strategies, goals, future
events, future revenues or performance, and other information that
is not historical information. These forward-looking statements may
be identified by words such as "anticipate," "expect," "suggest,"
"plan," believe," "intend," "estimate," "target," "project,"
"could," "should," "may," "will," "would," "continue," "forecast,"
and other similar expressions. Although we believe that
these-looking statements and projections are based on reasonable
assumptions at the time they are made, you should be aware that
many factors could cause actual results or events to differ
materially from those expressed in the forward-looking statements
and projections. Factors that may materially affect such
forward-looking statements include: our ability to successfully
complete any proposed transaction or realize the anticipated
benefits of a transaction; delays in obtaining any approvals for
the transaction, or an inability to obtain them on the terms
proposed or on the anticipated schedule. Forward-looking
statements, like all statements in this press release, speak only
as of the date of this press release (unless another date is
indicated). Unless required by law, we do not undertake any
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events, or
otherwise. Media Contact Joele Frank, Wilkinson Brimmer Katcher
Steve Frankel / Tim Lynch: (212) 355-4449 Investor Contact
Innisfree M&A Incorporated Alan Miller / Jennifer Shotwell /
Scott Winter: (212) 750-5833 DATASOURCE: Industrias Romi S.A.
CONTACT: Media: Steve Frankel or Tim Lynch, +1-212-355-4449, both
of Joele Frank, Wilkinson Brimmer Katcher; Investor: Alan Miller,
Jennifer Shotwell or Scott Winter, +1-212-750-5833, all of
Innisfree M&A Incorporated
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