Hardinge and Privet Reach Agreement on Board Composition
15 Outubro 2015 - 7:55AM
Hardinge Inc. (NASDAQ:HDNG), a leading international provider of
advanced metal-cutting solutions and accessories, today announced
that its Board of Directors has reached an agreement with Privet
Fund LP (together with its affiliates, "Privet"), one of its
largest shareholders, in advance of the Company's 2016 annual
meeting of shareholders.
Under the terms of the agreement, Privet has agreed to vote all
of its shares at the 2016 annual meeting in favor of the director
nominees of the Board. The agreement also calls for the immediate
appointment of Benjamin Rosenzweig as a new director to the Board
of Directors, who will be the only nominee affiliated with Privet,
and the later appointment of a second, independent director to be
mutually selected by the Company and Privet. Upon election, Mr.
Rosenzweig will be a Class III director with a term expiring at the
2018 annual meeting and the mutually selected independent director
will become a member of the class of directors with terms expiring
at the 2017 annual meeting. In addition, Privet has agreed to
customary standstill restrictions through the 2016 annual
meeting.
"This agreement represents a positive outcome for the Company.
We look forward to working with the new directors toward our common
goal of enhancing shareholder value through the successful
completion of our strategic review process," said Mr. John
Perrotti, the Chairman of the Board.
Benjamin Rosenzweig, on behalf of Privet, stated: "We are
pleased the Company is undertaking a strategic review process and
we hope to be instrumental in bringing the process to a successful
conclusion. We look forward to working constructively with the
incumbent Board members to enhance shareholder value."
The agreement will be filed by the Company with the U.S.
Securities and Exchange Commission as an exhibit to a Current
Report on Form 8-K.
Ben Rosenzweig is a Partner at Privet Fund Management LLC. Prior
to joining Privet in September 2008, Mr. Rosenzweig served as an
investment banking analyst in the Corporate Finance group of
Alvarez and Marsal, where he completed multiple distressed mergers
and acquisitions, restructurings, capital formation transactions
and similar financial advisory engagements across several
industries. He has considerable financial expertise, including
extensive involvement with capital market transactions and
turnaround situations. Mr. Rosenzweig graduated magna cum laude
from Emory University with a Bachelor of Business Administration
degree in Finance and a second major in Economics.
Mr. Rosenzweig is currently a member of the Board of Directors
of Startek, Inc. (NYSE:SRT), where he chairs the Audit Committee
and sits on the Nominating and Compensation Committees, and PFSweb,
Inc. (NASDAQ:PFSW), where he sits on the Nominating Committee. Mr.
Rosenzweig formerly served as a member of the Board of Directors of
RELM Wireless Corporation, where he sat on the Compensation and
Nominating Committees.
About Hardinge
Hardinge is a leading global designer and manufacturer of high
precision, computer-controlled machine tool solutions developed for
critical, hard-to-machine metal parts and of technologically
advanced workholding accessories. The Company's strategy is to
leverage its global brand strength to further penetrate global
market opportunities where customers will benefit from the
technologically advanced, high quality, reliable products Hardinge
produces. With approximately two-thirds of its sales outside of
North America, Hardinge serves the worldwide metal working market.
Hardinge's machine tool and accessory solutions can also be found
in a broad base of industries to include aerospace, agricultural,
automotive, construction, consumer products, defense, energy,
medical, technology and transportation.
Hardinge applies its engineering design and manufacturing
expertise in high performance machining centers, high-end
cylindrical and jig grinding machines, SUPER-PRECISION® and
precision CNC lathes and technologically advanced workholding
accessories. Hardinge has manufacturing operations in China,
France, Germany, India, Switzerland, Taiwan, the United Kingdom and
the United States.
The Company regularly posts information on its website:
http://www.hardinge.com.
Safe Harbor Statement
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. Forward-looking statements
contained in this release may relate to, but are not limited to,
statements regarding the Company's future prospects and the Board's
review of potential strategic alternatives, the timing of such
review, and the possible outcomes of such review. The Company's
actual results or outcomes and the timing of certain events may
differ significantly from those discussed in any forward-looking
statements, including as a result of the uncertainty associated
with being able to identify and close any strategic transaction,
the impact of the announcement of the Board's review of strategic
alternatives (including with respect to the Company's business, its
financial and operating results and its employees, suppliers and
customers), as well as any strategic transaction that is pursued.
The Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
CONTACT: For more information contact:
Company:
Douglas J. Malone
Chief Financial Officer
Phone: (607) 378-4140
Investor Relations:
Deborah K. Pawlowski, Kei Advisors LLC
Phone: (716) 843-3908
Email: dpawlowski@keiadvisors.com
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