Hardinge Board of Directors Unanimously Recommends Rejection of Romi’s $10 Per Share Tender Offer
19 Maio 2010 - 8:30AM
Business Wire
Hardinge Inc. (NASDAQ: HDNG) (“Hardinge”) today announced that
its Board of Directors voted unanimously to recommend that Hardinge
shareholders reject the $10.00 per common share cash tender offer
(the “Offer”) from Indústrias Romi S.A. (Bovespa: ROMI3) (“Romi”),
which the Board believes is highly inadequate, opportunistic, and
not in the best interests of Hardinge and its shareholders.
The Company is filing an Amended Schedule 14D-9 with the
Securities and Exchange Commission (“SEC”) detailing the reasons
for its rejection of Romi’s offer. The full text of the filing will
be available in the Investor Relations section of Hardinge’s
website at http://www.hardinge.com and on the SEC website at
http://www.sec.gov/.
Kyle H. Seymour, Non-Executive Chairman of the Board of
Directors of Hardinge, said, “Our Board strongly recommends that
shareholders reject Romi’s current $10.00 per share offer and not
tender their shares. We have carefully reviewed this new offer and
believe that it is still highly inadequate and opportunistic, and
not in the best interests of Hardinge and its shareholders. We
continue to believe the ongoing implementation of Hardinge’s
strategic plan will deliver significant value to our shareholders.
We have never hidden from Romi our views on Hardinge’s valuation
and prospects and in our view their ‘best and final’ $10.00 offer
does not reflect full and fair value for Hardinge.”
Richard L. Simons, President & Chief Executive Officer of
Hardinge, added, “The industrial sector and the machine tool
industry is beginning to see signs of a recovery, as evidenced by
our own strong order rates and improved outlook. As we have said
previously, Hardinge is well positioned to benefit from a recovery,
and with our streamlined operating structure, we are poised to
outperform our peers as the market continues to improve. Hardinge
shareholders recognize the significant upside potential inherent in
our business plan and operations. If Romi is serious that $10.00 is
its ‘best and final’ price, both companies should be able to move
past the distraction of this bid and get on with the business of
building value for our respective shareholders.”
In determining to recommend rejection of Romi’s offer, the
Hardinge Board, taking into account advice received from its legal
and financial advisors, considered numerous factors, including
their belief that Romi’s $10.00 per share offer is highly
inadequate, opportunistic, and not representative of the true value
of Hardinge. Hardinge’s financial advisor, Jefferies & Company,
Inc., delivered an opinion to Hardinge’s Board to the effect that
the consideration proposed to be paid to the holders of Hardinge's
shares of common stock (other than Romi and its affiliates)
pursuant to the Offer was inadequate from a financial point of view
to such holders.
Romi commenced a tender offer on March 30, 2010 to acquire all
outstanding shares of Hardinge for $8.00 per share in cash. After
careful consideration, the Board by unanimous vote at a meeting
held on April 2, 2010, concluded that the offer was grossly
inadequate, opportunistic and not in the best interests of Hardinge
and its shareholders. On May 10, 2010 Romi launched its subsequent
tender offer for $10.00 per share in cash.
Jefferies & Company, Inc. is acting as financial advisor to
Hardinge and Wachtell, Lipton, Rosen & Katz is providing legal
advice. Questions and requests for assistance regarding the tender
offer may be directed to Hardinge’s Information Agent, Okapi
Partners LLC, toll-free at (877) 279-2311.
About Hardinge Inc.
Hardinge is a global designer, manufacturer and distributor of
machine tools, specializing in SUPER PRECISION™ and precision CNC
Lathes, high performance Machining Centers, high-end cylindrical
and jig Grinding Machines, and technologically advanced Workholding
& Rotary Products. The Company’s products are distributed to
most of the industrialized markets around the world with
approximately 70% of the 2009 sales outside of North America.
Hardinge has a very diverse international customer base and serves
a wide variety of end-user markets. This customer base includes
metalworking manufacturers which make parts for a variety of
industries, as well as a wide range of end users in the aerospace,
agricultural, transportation, basic consumer goods, communications
and electronics, construction, defense, energy, pharmaceutical and
medical equipment, and recreation industries, among others. The
Company has manufacturing operations in the United States,
Switzerland, Taiwan, and China. Hardinge’s common stock trades on
NASDAQ Global Select Market under the symbol, “HDNG.” For more
information, please visit http://www.hardinge.com.
This news release contains forward-looking statements (within
the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as
amended). Such statements are based on management’s current
expectations that involve risks and uncertainties. Any statements
that are not statements of historical fact or that are about future
events may be deemed to be forward-looking statements. For example,
words such as "may," "will," "should," "estimates," "predicts,"
"potential," "continue," "strategy," "believes," "anticipates,"
"plans," "expects," "intends," and similar expressions are intended
to identify forward-looking statements. Hardinge’s actual results
or outcomes and the timing of certain events may differ
significantly from those discussed in any forward-looking
statements due to a variety of factors, including those described
in Hardinge’s SEC reports, including its March 15, 2010 Form 10-K
and May 7, 2010 Form 10-Q. Except as required by law, Hardinge
undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events,
or otherwise. Hardinge notes that forward-looking statements made
in connection with a tender offer are not subject to the safe
harbors created by the Private Securities Litigation Reform Act of
1995. Hardinge is not waiving any other defenses that may be
available under applicable law.
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