- Tender offer statement by Third Party (SC TO-T)
30 Março 2010 - 8:24AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
HARDINGE INC.
(Name of Subject
Company)
HELEN ACQUISITION
CORP.
(Offeror)
INDÚSTRIAS ROMI
S.A.
(Parent of Offeror)
(Names of Filing
Persons)
Common Stock, Par Value $0.01 Per Share
(Title of Class of
Securities)
412324303
(CUSIP
Number of Class of Securities)
Luiz
Cassiano Rando Rosolen
Helen Acquisition Corp.
Avenida Pérola Byington, 56
Santa Bárbara d’Oeste — SP —
Brazil
CEP 13453-900
+55-19-3455-9000
(Name, Address and Telephone
Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copy to:
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Luiz Cassiano Rando Rosolen
Indústrias Romi S.A.
Avenida Pérola Byington, 56
Santa Bárbara d’Oeste — SP —
Brazil
CEP
13453-900
+55-19-3455-9000
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Michael J. McGuinness, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
+1-212-848-4000
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CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$93,504,232
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$
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6,666.85
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*
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Estimated for purposes of calculating the amount of the filing
fee only. The transaction valuation was calculated by
multiplying (a) $8.00, the per share tender offer price, by
(b) 11,688,029 shares of Hardinge Inc. Common Stock,
par value $0.01 per share (consisting of the sum of (i) the
11,610,789 issued and outstanding shares of Common Stock as of
February 28, 2010 (according to the Annual Report on
Form 10-K
for the period ended December 31, 2009 filed by Hardinge
Inc.), and (ii) the 77,240 shares of Common Stock
subject to outstanding options and stock units as of
December 31, 2009 (according to the Annual Report on
Form 10-K
for the period ended December 31, 2009 filed by Hardinge
Inc.)).
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**
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Calculated by multiplying the transaction valuation by
0.00007130.
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o
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously
Paid:
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Filing
Party:
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Form or Registration
No.:
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Date
Filed:
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o
Check
the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to
which the statement relates:
þ
third-party
tender offer subject to
Rule 14d-1.
o
issuer
tender offer subject to
Rule 13e-4.
o
going-private
transaction subject to
Rule 13e-3.
o
amendment
to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer:
o
This Tender Offer Statement on Schedule TO (this
“Schedule TO”) is filed by Indústrias Romi
S.A., a stock corporation organized under the laws of Brazil
(“Parent”), and Helen Acquisition Corp., a New York
corporation (“Purchaser”) and a wholly owned
subsidiary of Parent. This Schedule TO relates to the offer
by Purchaser to purchase all the issued and outstanding shares
of common stock, par value $0.01 per share (the “Common
Stock”), of Hardinge Inc., a New York corporation (the
“Company”), and the associated Series B Preferred
Stock purchase rights (the “Rights,” and together with
the Common Stock, the “Shares”) issued pursuant to the
Rights Agreement, dated as of February 18, 2010, between
the Company and Computershare Trust Company, N.A., as
Rights Agent, for $8.00 per Share, net to the seller in cash
(subject to applicable withholding taxes), without interest,
upon the terms and subject to the conditions set forth in the
Offer to Purchase dated March 30, 2010 (the “Offer to
Purchase”), and in the related Letter of Transmittal,
copies of which are attached hereto as Exhibits (a)(1) and
(a)(2) (which, together with any amendments or supplements
thereto, collectively constitute the “Offer”). The
information set forth in the Offer to Purchase and the related
Letter of Transmittal is incorporated herein by reference with
respect to
Items 1-9
and 11 of this Schedule TO.
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Item 10.
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Financial
Statements.
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Not applicable.
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Item 12.
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Exhibits.
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(a)(1)
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Offer to Purchase dated March 30, 2010.
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(a)(2)
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Form of Letter of Transmittal.
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(a)(3)
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Form of Notice of Guaranteed Delivery.
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(a)(4)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(5)
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Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
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(a)(6)
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Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute
Form W-9.
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(a)(7)
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Summary Advertisement as published in
The Wall Street Journal
on March 30, 2010.
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(a)(8)
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Press Release issued by Parent on March 30, 2010.
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(a)(9)
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Press Release issued by Parent on February 19, 2010
(previously filed as Exhibit 99.1 under cover of
Schedule TO-C
on February 19, 2010).
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(a)(10)
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Press Release issued by Parent on February 8, 2010
(previously filed as Exhibit 99.1 under cover of
Schedule TO-C
on February 8, 2010).
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(a)(11)
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Press Release issued by Parent on February 4, 2010
(previously filed as Exhibit 99.1 under cover of
Schedule TO-C
on February 4, 2010).
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(a)(12)
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Investor Presentation Materials dated February 4, 2010
(previously filed as Exhibit 99.2 under cover of
Schedule TO-C
on February 4, 2010).
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(b)
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None.
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(d)
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None.
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(g)
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None.
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(h)
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None.
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Item 13.
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Information
Required by
Schedule 13E-3.
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Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
Dated: March 30, 2010
HELEN ACQUISITION CORP.
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By:
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/s/
Livaldo
Aguiar dos Santos
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Name: Livaldo Aguiar dos Santos
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By:
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/s/
Luiz
Cassiano Rando Rosolen
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Name: Luiz Cassiano Rando Rosolen
INDÚSTRIAS ROMI S.A.
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By:
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/s/
Livaldo
Aguiar dos Santos
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Name: Livaldo Aguiar dos Santos
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Title:
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Chief Executive Officer and
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President
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By:
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/s/
Luiz
Cassiano Rando Rosolen
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Name: Luiz Cassiano Rando Rosolen
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Title:
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Controller and Investor Relations
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Officer
EXHIBIT INDEX
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Exhibit
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No.
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(a)(1)
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Offer to Purchase dated March 30, 2010.
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(a)(2)
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Form of Letter of Transmittal.
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(a)(3)
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Form of Notice of Guaranteed Delivery.
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(a)(4)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(5)
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Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
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(a)(6)
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Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute
Form W-9.
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(a)(7)
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Summary Advertisement as published in
The Wall Street Journal
on March 30, 2010.
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(a)(8)
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Press Release issued by Parent on March 30, 2010.
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(a)(9)
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Press Release issued by Parent on February 19, 2010
(previously filed as Exhibit 99.1 under cover of
Schedule TO-C
on February 19, 2010).
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(a)(10)
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Press Release issued by Parent on February 8, 2010
(previously filed as Exhibit 99.1 under cover of
Schedule TO-C
on February 8, 2010).
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(a)(11)
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Press Release issued by Parent on February 4, 2010
(previously filed as Exhibit 99.1 under cover of
Schedule TO-C
on February 4, 2010).
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(a)(12)
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Investor Presentation Materials dated February 4, 2010
(previously filed as Exhibit 99.2 under cover of
Schedule TO-C
on February 4, 2010).
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(b)
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None.
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(d)
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None.
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(g)
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None.
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(h)
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None.
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