- Amended tender offer statement by Third Party (SC TO-T/A)
10 Maio 2010 - 9:26AM
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. 3)
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:
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Luiz Cassiano Rando Rosolen
Indústrias Romi S.A.
Avenida Pérola Byington, 56
Santa Bárbara dOeste 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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$116,880,290
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$
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8,333.56
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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) $10.00, 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 March 31,
2010 (according to the Quarterly Report on Form 10-Q for the
quarterly period
ended March 31, 2010 filed
by Hardinge Inc.), and (ii) the 77,240 shares of Common Stock subject to outstanding options
and stock units as of March 31, 2010 (according to the Quarterly
Report on Form 10-Q for the quarterly
period ended March 31, 2010 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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þ
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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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$6,666.85
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Filing Party:
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Indústrias Romi S.A.
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Form or Registration No.:
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Schedule TO
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Date Filed:
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March 30, 2010
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o
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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Check the appropriate boxes to designate any transactions to which the statement
relates:
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þ
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third-party tender offer subject to Rule 14d-1.
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o
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issuer tender offer subject to Rule 13e-4.
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o
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going-private transaction subject to Rule 13e-3.
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o
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the
tender offer:
o
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TABLE OF CONTENTS
This
Amendment No. 3 (this Amendment) amends and supplements the Tender Offer Statement
on Schedule TO originally 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
$10.00 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 Amended and Restated Offer to Purchase dated
May 10, 2010 (as may be amended and supplemented
from time to time, the Offer to Purchase), and in the accompanying Amended and Restated Letter of
Transmittal (as may be amended and supplemented from time to time, the Letter of Transmittal, and
together with the Offer to Purchase, the Offer). The information set forth in the Offer to
Purchase and the Letter of Transmittal is incorporated herein by reference with respect to Items
1-9 and 11 of this Schedule TO.
Item 12.
Exhibits
.
Item 12 of the Schedule TO is hereby amended and restated as follows:
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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.*
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(a)(10)
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Press Release issued by Parent on February 8, 2010.*
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(a)(11)
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Press Release issued by Parent on February 4, 2010.*
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(a)(12)
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Investor Presentation Materials dated February 4, 2010.*
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(a)(13)
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Press Release issued by Parent on April 13, 2010.*
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(a)(14)
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Investor Presentation Materials dated April 2010.*
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(a)(15)
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Press Release issued by Parent on
April 22, 2010.*
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(a)(16)
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Amended and Restated Offer to Purchase dated May 10, 2010.
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(a)(17)
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Form of Amended and Restated Letter of Transmittal.
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(a)(18)
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Form of Amended and Restated Notice of Guaranteed Delivery.
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(a)(19)
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Form of Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
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(a)(20)
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Form of Amended and Restated Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
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(a)(21)
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Press Release issued by Parent on May 10, 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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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: May
10, 2010
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HELEN ACQUISITION CORP.
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By:
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/s/ Livaldo Aguiar dos Santos
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Name:
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Livaldo Aguiar dos Santos
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Title:
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President
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By:
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/s/ Luiz Cassiano Rando Rosolen
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Name:
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Luiz Cassiano Rando Rosolen
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Title:
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Vice President
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INDÚSTRIAS ROMI S.A.
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By:
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/s/ Livaldo Aguiar dos Santos
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Name:
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Livaldo Aguiar dos Santos
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Title:
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Chief Executive Officer and President
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By:
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/s/ Luiz Cassiano Rando Rosolen
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Name:
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Luiz Cassiano Rando Rosolen
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Title:
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Controller and Investor Relations Officer
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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.*
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(a)(10)
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Press Release issued by Parent on February 8, 2010.*
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(a)(11)
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Press Release issued by Parent on February 4, 2010.*
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(a)(12)
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Investor Presentation Materials dated February 4, 2010.*
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(a)(13)
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Press Release issued by Parent on April 13, 2010.*
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(a)(14)
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Investor Presentation Materials dated April 2010.*
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(a)(15)
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Press Release issued by Parent on
April 22, 2010.*
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(a)(16)
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Amended and Restated Offer to Purchase dated May 10, 2010.
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(a)(17)
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Form of Amended and Restated Letter of Transmittal.
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(a)(18)
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Form of Amended and Restated Notice of Guaranteed Delivery.
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(a)(19)
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Form of Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
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(a)(20)
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Form of Amended and Restated Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
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(a)(21)
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Press Release issued by Parent on May 10, 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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