SANTA BARBARA D'OESTE, Brazil,
June 17 /PRNewswire/ -- Industrias
Romi S.A. (Bovespa: ROMI3) ("Romi"), a leading global manufacturer
of machine tools, today commented on the June 16, 2010 announcement by Hardinge Inc.
(Nasdaq: HDNG) ("Hardinge") that the company expects sales for the
second quarter to be below recent guidance.
"Hardinge now expects to fail to meet guidance just provided to
shareholders in May 2010, casting
doubt on management's ability to deliver on projections and
reinforcing our belief that Hardinge's current standalone business
model will deliver neither the certainty nor the value of Romi's
$10.00 per share all-cash offer,"
said Livaldo Aguiar dos Santos, Chief Executive Officer of Romi.
"In addition, Hardinge has disclosed that, in the face of
competition in the machine tools industry, it has agreed to at
least one large order at lower than traditional margins, without
which Hardinge's order volume would be relatively flat compared
with last quarter.
"Hardinge is now projecting that second quarter 2010 sales will
show no improvement from 2009 levels. As such, we have
serious doubts about Hardinge's ability to participate in the
expected economic recovery, especially in light of Hardinge's
ineffective management of its supply chain, the volatility in the
financial markets and renewed uncertainty about the timing and
strength of a recovery," continued Mr. dos Santos.
"Accordingly, we urge Hardinge shareholders to tender into
Romi's fully funded cash tender offer, which 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. Our offer is not subject to confirmatory due
diligence or any financing condition and will be funded entirely
from Romi's internal resources.
"Romi stands ready to negotiate a transaction. We continue
to believe that the combination of Romi and Hardinge is in the best
interests of Hardinge's employees, customers and partners.
However, as we have said previously, absent a significant
increase in shareholder support above the 38% previously tendered,
we intend to let our offer expire at the end of the offering period
on June 18, 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 June 18, 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 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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SOURCE Industrias Romi S.A.