- Amended tender offer statement by Third Party (SC TO-T/A)
22 Abril 2010 - 9:11AM
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
(Amendment No. 2)
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 dOeste 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:
|
|
|
Luiz Cassiano Rando Rosolen
Indústrias Romi S.A.
Avenida Pérola Byington, 56
Santa Bárbara dOeste SP Brazil
CEP 13453-900
+55-19-3455-9000
|
|
Michael J. McGuinness, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
+1-212-848-4000
|
CALCULATION OF FILING FEE
|
|
|
|
|
|
|
|
|
|
Transaction Valuation*
|
|
|
Amount of Filing Fee**
|
|
|
$93,504,232
|
|
|
$
|
6,666.85
|
|
|
|
|
|
|
*
|
|
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.)).
|
|
**
|
|
Calculated by multiplying the transaction valuation by 0.00007130.
|
þ
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
Amount Previously Paid:
|
|
$6,666.85
|
|
|
Filing Party:
|
Indústrias Romi S.A.
|
|
|
Form or Registration No.:
|
|
Schedule TO
|
|
Date Filed:
|
March 30, 2010
|
|
|
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
|
TABLE OF CONTENTS
This Amendment No. 2 (this Amendment) amends and supplements the Tender Offer Statement
on Schedule TO filed on March 30, 2010,
as amended and supplemented through the date hereof
(as so amended, the Schedule TO), 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. The 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, as amended and supplemented through the date hereof (as so amended, the Offer to Purchase). Except as specifically provided herein, this Amendment
does not modify any of the information previously reported on the Schedule TO.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements.
Item 5 of the Schedule TO is hereby amended and supplemented as follows:
Section 10 of the Offer to Purchase entitled Background of the Offer; Contacts with the Company is hereby amended and supplemented as follows:
The
following paragraph is hereby added immediately following the last paragraph of Section 10 of the Offer to Purchase:
|
|
On April 22, 2010, Mr. dos Santos sent a letter to Mr. Seymour to
request that the Company permit Parent to conduct targeted and limited due diligence
and that the Company engage in a constructive dialogue with Parent regarding valuation
and the Companys business model. Mr. dos Santos stated that Parent and Purchaser
would be prepared to increase the Offer price if such diligence and dialogue enabled
Parent to identify additional value.
|
The press release issued by
Parent announcing the letter is attached hereto as Exhibit (a)(15).
Item 11.
Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
Section 15 of
the Offer to Purchase entitled Certain Legal Matters and Regulatory Approvals is
hereby amended and supplemented as follows:
The following is hereby added to the end of the seventh paragraph of Section 15 of the Offer to Purchase:
Parent filed a
Premerger Notification and Report Form in connection with the purchase of Shares pursuant
to the Offer with the Antitrust Division and the FTC on March 30, 2010. The waiting period
under the HSR Act expired at 11:59 p.m., New York City time, on April 14, 2010, satisfying
the HSR Condition.
Item 12.
Exhibits
.
Item 12 of the Schedule TO is hereby amended and restated as follows:
|
|
|
(a)(1)
|
|
Offer to Purchase dated March 30, 2010.
*
|
|
|
|
(a)(2)
|
|
Form of Letter of Transmittal.*
|
|
|
|
(a)(3)
|
|
Form of Notice of Guaranteed Delivery.*
|
|
|
|
(a)(4)
|
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
|
|
|
|
(a)(5)
|
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
|
|
|
|
(a)(6)
|
|
Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9.*
|
|
|
|
(a)(7)
|
|
Summary Advertisement as published in
The Wall Street Journal
on March 30, 2010.*
|
|
|
|
(a)(8)
|
|
Press Release issued by Parent on March 30, 2010.*
|
|
|
|
(a)(9)
|
|
Press Release issued by Parent on February 19, 2010.*
|
|
|
|
(a)(10)
|
|
Press Release issued by Parent on February 8, 2010.*
|
|
|
|
(a)(11)
|
|
Press Release issued by Parent on February 4, 2010.*
|
|
|
|
(a)(12)
|
|
Investor Presentation Materials dated February 4, 2010.*
|
|
|
|
(a)(13)
|
|
Press Release issued by Parent on April 13, 2010.*
|
|
|
|
(a)(14)
|
|
Investor Presentation Materials dated April 2010.*
|
|
|
|
(a)(15)
|
|
Press Release issued by Parent on April 22, 2010.
|
|
|
|
(b)
|
|
None.
|
|
|
|
(d)
|
|
None.
|
|
|
|
(g)
|
|
None.
|
|
|
|
(h)
|
|
None.
|
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: April 22, 2010
|
|
|
|
|
|
HELEN ACQUISITION CORP.
|
|
|
By:
|
/s/ Livaldo Aguiar dos Santos
|
|
|
|
Name:
|
Livaldo Aguiar dos Santos
|
|
|
|
Title:
|
President
|
|
|
|
|
|
|
By:
|
/s/ Luiz Cassiano Rando Rosolen
|
|
|
|
Name:
|
Luiz Cassiano Rando Rosolen
|
|
|
|
Title:
|
Vice President
|
|
|
|
INDÚSTRIAS ROMI S.A.
|
|
|
By:
|
/s/ Livaldo Aguiar dos Santos
|
|
|
|
Name:
|
Livaldo Aguiar dos Santos
|
|
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
By:
|
/s/ Luiz Cassiano Rando Rosolen
|
|
|
|
Name:
|
Luiz Cassiano Rando Rosolen
|
|
|
|
Title:
|
Controller and Investor Relations Officer
|
|
EXHIBIT INDEX
|
|
|
Exhibit
|
|
|
No.
|
|
|
(a)(1)
|
|
Offer to Purchase dated March 30, 2010.
*
|
|
|
|
(a)(2)
|
|
Form of Letter of Transmittal.*
|
|
|
|
(a)(3)
|
|
Form of Notice of Guaranteed Delivery.*
|
|
|
|
(a)(4)
|
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
|
|
|
|
(a)(5)
|
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
|
|
|
|
(a)(6)
|
|
Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
|
|
|
|
(a)(7)
|
|
Summary Advertisement as published in
The Wall Street Journal
on March 30, 2010.*
|
|
|
|
(a)(8)
|
|
Press Release issued by Parent on March 30, 2010.*
|
|
|
|
(a)(9)
|
|
Press Release issued by Parent on February 19, 2010.*
|
|
|
|
(a)(10)
|
|
Press Release issued by Parent on February 8, 2010.*
|
|
|
|
(a)(11)
|
|
Press Release issued by Parent on February 4, 2010.*
|
|
|
|
(a)(12)
|
|
Investor Presentation Materials dated February 4, 2010.*
|
|
|
|
(a)(13)
|
|
Press Release issued by Parent on April 13, 2010.*
|
|
|
|
(a)(14)
|
|
Investor Presentation Materials dated April 2010.*
|
|
|
|
(a)(15)
|
|
Press Release issued by Parent on April 22, 2010.
|
|
|
|
(b)
|
|
None.
|
|
|
|
(d)
|
|
None.
|
|
|
|
(g)
|
|
None.
|
|
|
|
(h)
|
|
None.
|
Hardinge Inc. (delisted) (NASDAQ:HDNG)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Hardinge Inc. (delisted) (NASDAQ:HDNG)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024