Romi Comments on Hardinge Announcement
08 Fevereiro 2010 - 10:30AM
PR Newswire (US)
Romi's All-Cash Offer Provides Immediate Liquidity at Superior
Value to Hardinge's Stand-Alone Prospects SANTA BARBARA D'OESTE,
Brazil, Feb. 8 /PRNewswire/ -- Industrias Romi S.A. (Bovespa:
ROMI3) ("Romi"), a leading global manufacturer of machine tools,
today commented on the Hardinge Inc. (NASDAQ:HDNG) ("Hardinge")
Board of Directors' response to Romi's previously announced
all-cash offer to acquire all of the outstanding shares of Hardinge
for $8.00 per share. The offer is not subject to any financing
condition and will be funded entirely from Romi's internal
resources. "We are pleased that Hardinge's Board of Directors
intends to evaluate our offer with the assistance of its advisors,"
said Livaldo Aguiar dos Santos, Chief Executive Officer of Romi.
"We believe that any objective analysis will clearly confirm that
our offer is in the best interests of Hardinge's shareholders,
offering them immediate liquidity at a superior value to the
Company's stand-alone prospects. We look forward to a positive
response from the Hardinge Board." Mr. dos Santos continued: "In
addition to delivering a significant premium to Hardinge
shareholders, Romi believes the combination is also in the best
interests of Hardinge's employees, customers and partners. The
combined company will have the size and scale to invest in
strategic opportunities to thrive in an increasingly challenging
and competitive industry environment and to expand in emerging
markets. "It remains our strong preference to sit down with the
Hardinge Board as soon as possible to reach a mutually agreeable
transaction. However, if necessary, we are prepared to take our
offer directly to the Hardinge shareholders," concluded Mr. dos
Santos. On February 4, 2010, Romi announced that it submitted an
offer to Hardinge's Board of Directors to acquire all of the
outstanding shares of Hardinge for $8.00 per share in cash. Romi's
all-cash offer represents a premium of 46% to Hardinge's closing
share price on February 3, 2010, the last trading day prior to the
public disclosure of Romi's offer. Advisors 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. Subject to future
developments, additional documents regarding a transaction with
Hardinge may be filed with the Securities and Exchange Commission
(the "Commission") and, if and when available, would be accessible
for free at the Commission's website at http://www.sec.gov/.
Investors and security holders are urged to read such disclosure
documents, if and when they become available, because they will
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-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 Joele Frank, Wilkinson Brimmer Katcher
Joele Frank / Steve Frankel / Tim Lynch: (212) 355-4449 Investor
Contact Innisfree M&A Incorporated Alan Miller / Jennifer
Shotwell / Scott Winter: (212) 750-5833 Industrias Romi S.A.
Avenida Perola Byington, 56 13453-900 Santa Barbara d'Oeste-SP -
BRASIL Telefone: 55 (19) 3455-9000 - Fac-simile: 55 (19) 3455-2499
DATASOURCE: Industrias Romi S.A. CONTACT: Media: Joele Frank,
Wilkinson Brimmer Katcher: Joele Frank
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