Hardinge Comments on Romi’s Tender Offer Extension
21 Junho 2010 - 11:19AM
Business Wire
Hardinge Inc. (NASDAQ: HDNG) today
issued the following statement regarding Indústrias Romi S.A.’s
(Bovespa: ROMI3) (“Romi”) tender offer for all of the outstanding
shares of Hardinge:
“Hardinge’s Board of Directors remains unanimous in its belief
that Romi’s hostile low-ball bid is an opportunistic attempt to
transfer the value of Hardinge to Romi at a highly inadequate price
and is not in the best interests of the company or its
shareholders. With its extension for a second consecutive time of
its 'best and final' $10.00 per share offer, even though the number
of shares tendered remains well below the 66.6% minimum condition
that Romi requires, it is clear that Romi is not serious about a
transaction that does anything but secure for itself upside that
rightly belongs to Hardinge shareholders. Furthermore, Hardinge
believes that tendering into a highly conditional tender offer that
has no prospect of closing is not meaningful and does not indicate
that even the minority of shareholders who tendered actually
support a transaction at $10.00. Our Board has been clear all along
about our views on Hardinge’s valuation and prospects, but Romi has
given no indication of any willingness to offer a full and fair
price.
“The Board continues to believe the ongoing implementation of
Hardinge’s strategic plan will deliver greater value to our
shareholders. Hardinge is well-positioned to participate in the
upswing as the global economy continues to improve. The industrial
sector and the machine tool industry are beginning to see signs of
the recovery, as evidenced by our own strong order rates and
improved outlook. With our streamlined operating structure,
increased cash flow generation, permanent cost reductions and
balance sheet strength, we are poised to outperform our peers as
the market continues to improve. The strong order flow we are
seeing further reinforces our view of Hardinge's bright prospects
based on the strength of our business and our industry leading
reputation in the global marketplace. We will continue to act in
the best interests of Hardinge shareholders by reiterating our
recommendation against Romi’s ‘best and final’ offer of $10.00 per
share, and executing our strategic plan to create long-term value
that rightly belongs to our shareholders.”
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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