SANTA BARBARA D'OESTE, Brazil,
May 21 /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
increased fully funded cash tender offer to acquire all of the
outstanding shares of Hardinge for $10.00 per share. The increased offer
represents a premium of 105% to Hardinge's closing share price on
December 14, 2009, when Romi first
formally communicated to Hardinge its interest in pursuing a
business combination. The offer is not subject to
confirmatory due diligence or any financing condition and will be
funded entirely from Romi's internal resources.
"We are disappointed with the outright rejection of our
increased offer, which we believe further demonstrates the
entrenchment of the Hardinge Board and management and is not
consistent with the interests of the company's shareholders," said
Livaldo Aguiar dos Santos, Chief Executive Officer of Romi.
"As we said on May 10, 2010, in
raising our offer we took into account the views of Hardinge's
shareholders and their willingness to support a transaction that
fairly values the company. We continue to believe that our
$10.00 per share offer, which
provides Hardinge shareholders immediate liquidity at superior
value, is the best strategic alternative available to Hardinge,
including continuing as a standalone company.
"Our best and final $10.00 per
share offer is based solely on publicly available information.
To be clear, the Hardinge Board and management have
repeatedly refused to engage with us and share any non-public data,
including their financial forecasts. According to the
company's filing, these forecasts in part formed the basis of the
inadequacy opinion delivered to Hardinge by its financial advisor,
Jefferies & Company, Inc. Hardinge's Board and management
owe it to their shareholders to share this analysis that led them
to reject our increased offer. We would also welcome the
opportunity to review these forecasts and we continue to stand
ready to engage with Hardinge in a substantive discussion on
valuation at any time. We urge Hardinge shareholders to send
a strong message to Hardinge's Board and management by tendering
into our offer. Absent a demonstration of meaningful support
from Hardinge shareholders, we intend to let our offer expire at
the end of the offering period on May
26, 2010," concluded Mr. dos Santos.
As previously announced, the offering period for Romi's revised
all-cash tender offer is set to expire at 5:00 pm, New York
City time, on May 26, 2010,
unless further extended or terminated.
The offer is conditioned on there being validly tendered and not
withdrawn at least two thirds of the total number of Hardinge's
outstanding shares on a fully diluted basis, Hardinge's Board of
Directors redeeming or invalidating its shareholder rights plan and
other takeover defenses, receipt of regulatory approvals and other
customary closing conditions as described in the Offer to Purchase.
The amended and restated offer to purchase, amended and restated
letter of transmittal and other related amended and restated tender
offer documents were filed with the U.S. Securities and Exchange
Commission on May 10, 2010.
Hardinge shareholders may obtain copies of all of the tender
offer documents free of charge at the SEC's website (www.sec.gov)
or by directing a request to Innisfree M&A Incorporated, the
Information Agent for the offer, toll-free at 888-750-5834.
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. Any offers
to purchase or solicitation of offers to sell will be made only
pursuant to the tender offer statement (including the amended and
restated offer to purchase, the amended and restated letter of
transmittal and other amended and restated offer documents) which
was filed with the Securities and Exchange Commission (the
"Commission") on May 10, 2010 and is
accessible for free at the Commission's website at
http://www.sec.gov. Such documents may also be obtained by
investors and security holders for free by calling Innisfree
M&A Incorporated, the Information Agent for the offer,
toll-free at 888-750-5834. Investors and security holders are urged
to read such disclosure documents carefully and in their entirety
because they 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 forward-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
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Joele Frank,
Wilkinson Brimmer Katcher
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Steve Frankel / Tim
Lynch: (212) 355-4449
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Investor
Contact
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Innisfree M&A
Incorporated
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Alan Miller /
Jennifer Shotwell / Scott Winter: (212) 750-5833
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SOURCE Industrias Romi S.A.