SANTA BARBARA D'OESTE, Brazil,
July 13 /PRNewswire/ -- Industrias
Romi S.A. (Bovespa: ROMI3) ("Romi"), a leading global manufacturer
of machine tools, today urges Hardinge Inc. (Nasdaq: HDNG)
("Hardinge") shareholders to tender into Romi's fully funded cash
tender offer to acquire all of the outstanding shares of Hardinge
for $10.00 per share. The
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, is not subject to confirmatory due
diligence or any financing condition and will be funded entirely
from Romi's internal resources.
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 Wednesday, July 14,
2010, unless further extended or terminated.
"We urge Hardinge shareholders to clearly signal that they want
the Hardinge Board of Directors and management to open negotiations
with Romi by tendering into Romi's offer. Importantly, as we
have repeatedly stated, our offer is based solely on publicly
available information about Hardinge and our in-depth knowledge of
the industry. The last substantive discussion we had with
Hardinge was on December 23, 2009,
several months prior to the launch of our tender offer on
March 30, 2010. However, if we
receive significant support from Hardinge shareholders on Wednesday
and if the Hardinge Board and management are willing to help us
identify additional value we are not aware of today, we would be
prepared to re-evaluate our offer and extend the offer period as
part of an agreed transaction," said Livaldo Aguiar dos Santos,
Chief Executive Officer of Romi.
"Given the ongoing doubts about the timing, strength and
reliability of an economic recovery and the volatility in the
financial markets, we believe that a business combination with Romi
is the best alternative available to Hardinge, including the
Company's stand-alone prospects. Additionally, Hardinge stock
has historically traded at a consistently low volume and the recent
level of trading has been even lower. As such, a transaction
with Romi is even more compelling, providing shareholders a unique
opportunity to capitalize on immediate liquidity at superior
value," continued Mr. dos Santos.
"Hardinge shareholders have tendered into Romi's offer in
steadily increasing numbers and we ask that shareholders increase
the pressure on the Hardinge Board to negotiate with Romi by
tendering their shares in support of a transaction. In the
absence of continued meaningful support from Hardinge shareholders,
we believe the Hardinge Board and management will continue to
stonewall Romi, as they have since we launched our offer. We
remain ready to sit down with the Hardinge Board to reach a
mutually agreeable transaction," 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.
Shareholders who tendered their shares may withdraw their
tendered shares at any time prior to the expiration of the offer,
as permitted by applicable law. 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.