SANTA BARBARA D'OESTE, Brazil,
June 21 /PRNewswire/ -- Industrias
Romi S.A. (Bovespa: ROMI3) ("Romi"), a leading global manufacturer
of machine tools, today announced a significant increase in support
from shareholders of Hardinge Inc. (Nasdaq: HDNG) ("Hardinge") for
Romi's tender offer to acquire all of the outstanding shares of
Hardinge for $10.00 per share in
cash. As of 5:00 pm,
New York City time, on
June 18, 2010, 5,574,807 shares,
representing over 48% of Hardinge's outstanding shares, had been
validly tendered and not withdrawn, up from 38% at the expiration
of the previous offer period. Romi also announced the
extension of the offer period to 5:00
pm, New York City time, on
July 14, 2010, unless further
extended or terminated.
"We are very encouraged by the increasing support from Hardinge
shareholders even though the terms of our offer remain unchanged,"
said Livaldo Aguiar dos Santos, Chief Executive Officer of Romi.
"Hardinge recently disclosed that competition has impacted
margins and that it was lowering sales guidance for the second
quarter of 2010, partly as a result of failures in supply chain
management. This has reinforced our belief – and the beliefs
of many Hardinge shareholders – that our all-cash offer is the best
alternative available to Hardinge, offering shareholders immediate
liquidity at a superior value to the Company's stand-alone
prospects.
"Almost half of Hardinge's outstanding shares were tendered,
demonstrating that a growing number of shareholders view the value
and certainty represented by our offer as increasingly compelling
and that we have a strong mandate from those shareholders to move
forward," continued Mr. dos Santos. "It is time for the
Hardinge Board and management team to listen to the views of
Hardinge shareholders, carefully review the tender results, take
down their aggressive takeover defenses and meet with Romi to
negotiate a business combination.
"Our tender offer is gaining momentum and as we have said in our
conversations with Hardinge shareholders, we are committed to
seeing this transaction through to a successful completion as long
as we continue to receive their support," concluded Mr. dos
Santos.
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.
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.