SANTA BARBARA D'OESTE, Brazil,
May 27 /PRNewswire/ -- Based on a
positive response from Hardinge Inc. (Nasdaq: HDNG) shareholders,
Industrias Romi S.A. (Bovespa: ROMI3) ("Romi"), a leading global
manufacturer of machine tools, today announced the extension of the
offering period for its tender offer to acquire all of the
outstanding shares of Hardinge for $10.00 per share to 5:00
pm, New York City time, on
June 18, 2010, unless further
extended or terminated. The offer and withdrawal rights were
previously scheduled to expire at 5:00
pm, New York City time, on
May 26, 2010. As of
5:00 pm, New York City time, on May 26, 2010, 4,444,444 shares, representing over
38% of Hardinge's outstanding shares, have been validly tendered
and not withdrawn.
The $10.00 per share all-cash
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.
"Over the past several weeks we have had the opportunity to
engage in productive dialogue with many Hardinge shareholders,"
said Livaldo Aguiar dos Santos, Chief Executive Officer of Romi.
"We believe that these tender results, together with the
significant withhold vote against the Hardinge director nominees at
this year's annual meeting, are a clear indication that a large
number of shareholders want Hardinge to dismantle its aggressive
takeover defenses and negotiate a transaction with Romi.
"Given the ongoing consolidation in the machine tools industry
and the significant competitive pressures facing Hardinge, we
continue to believe that a transaction with Romi, which would
provide Hardinge shareholders immediate liquidity at superior
value, is the best strategic alternative available to Hardinge.
Based on Romi's 80-year experience in the industry, and in
view of the fact that Hardinge has not shared the detailed
forecasts or valuation analysis that led them to reject our
increased offer, we do not believe that Hardinge's current
standalone business model will deliver equivalent or superior
value, particularly given the uncertainty surrounding the strength
of a potential recovery," continued Mr. dos Santos.
"We are encouraged by the strong show of support from a number
of Hardinge's long-term shareholders and we urge remaining
shareholders to send a clear message to the Hardinge Board by
tendering into our extended offer. We continue to stand ready
to explore the merits and potential terms of a transaction with
Hardinge," concluded Mr. dos Santos.
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 waiting period required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, expired on
April 14, 2010, satisfying one of the
previous conditions to Romi's tender offer.
Hardinge shareholders may obtain copies of all of the tender
offer documents free of charge at the Securities and Exchange
Commission's website (http://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, as
amended, 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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Industrias Romi
S.A.
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Avenida Perola
Byington, 56
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13453-900 Santa
Barbara d'Oeste--SP--BRASIL
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Telefone: 55 (19)
3455-9000--Fax: 55 (19) 3455-2499
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SOURCE Romi