Hardinge Inc. Rejects Romi's Unsolicited Proposal as Grossly Inadequate and Opportunistic
18 Fevereiro 2010 - 11:30AM
PR Newswire (US)
Board Adopts Shareholder Rights Plan With One Year Sunset ELMIRA,
N.Y., Feb. 18 /PRNewswire-FirstCall/ -- Hardinge Inc. (NASDAQ:
HDNG) today announced that its board of directors unanimously
rejected the unsolicited proposal from Industrias Romi S.A.
(BOVESPA: ROMI3) of Brazil to acquire all of Hardinge's outstanding
shares for $8.00 per share as grossly inadequate, opportunistic and
not in the best interests of Hardinge and its shareholders. The
following letter has been sent to Industrias Romi S.A. February 18,
2010 Livaldo Aguiar dos Santos Chief Executive Officer Industrias
Romi S.A. Avenida Perola Byington, 56 Santa Barbara d'Oeste -SP -
Brazil CEP 13453-900 Dear Mr. dos Santos: The Board of Directors of
Hardinge, with the assistance of its financial and legal advisors,
has carefully considered your unsolicited proposal to acquire
Hardinge. Based on this thorough examination, our Board concluded
that your offer is grossly inadequate, opportunistic and not in the
best interests of Hardinge and its shareholders. As you know,
including from our prior communications, Hardinge's business and
share price have been depressed by the extreme global economic
downturn and financial crisis. We understand why it makes sense for
Romi to attempt to acquire Hardinge at the bottom of the economic
cycle, and at a time when the economic recovery is in sight
(especially since you know the machine tool industry trails broader
economic trends). However, we do not believe it is advisable for
Hardinge to pursue a sale of the company at this time, and most
certainly not for the grossly inadequate price you are offering.
Hardinge is well capitalized to emerge from this economic cycle,
and is well-positioned to benefit strongly as our industry
participates in the global economic recovery. Sincerely, /s/ Kyle
H. Seymour /s/ Richard L. Simons Kyle H. Seymour Richard L. Simons
Non-Executive Chairman of the Board President & Chief Executive
Officer Shareholder Rights Plan Hardinge also announced that its
Board of Directors approved the adoption of a one-year Shareholder
Rights Plan designed to ensure that all stockholders of Hardinge
will receive fair and equal treatment in a takeover bid and to
enable its stockholders to realize the full long-term value of
their investment. The rights will be distributed as a non-taxable
dividend on March 1, 2010, payable to stockholders of record on
that date, and will expire in one year. The rights will be
exercisable only if a person or group acquires 20 percent or more
of Hardinge's Common Stock. Initially each right will entitle
stockholders to buy one one-hundredth of a share of a new series of
Series B Preferred Stock at an exercise price of $35.00. If a
person triggers the rights plan by acquiring 20 percent or more of
Hardinge's Common Stock, all rights holders except the buyer who
triggered the plan will be entitled to acquire, at the rights'
then-current exercise price, a number of shares of Hardinge's
Common Stock having a market value of twice such price. The effect
will be to discourage acquisitions of more than 20 percent of
Hardinge's Common Stock without negotiations with the Board. In
addition, if Hardinge Inc. is acquired in a merger or other
business combination transaction after a person has acquired 20% or
more of the Company's outstanding Common Stock, each right will
entitle its holder (other than the acquiring person) to purchase,
the acquiring company's common shares at a discount. The rights
will trade with Hardinge's Common Stock, unless and until the
Rights Plan is triggered. The rights distribution is not taxable to
the stockholders. Hardinge's Board of Directors may amend the
Rights Plan at any time or redeem the rights for one cent per right
prior to the time the rights are triggered. Additional details
regarding the Rights Plan will be outlined in a summary to be
mailed to all stockholders following the record date. Jefferies
& Company, Inc. is acting as financial advisor to Hardinge and
Wachtell, Lipton, Rosen & Katz is providing legal advice. About
Hardinge Inc. Hardinge is a global designer, manufacturer and
distributor of machine tools, specializing in SUPER PRECISION(TM)
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 69% of the 2008 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/. Forward Looking Statements 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. The company's actual results
or outcomes and the timing of certain events may differ
significantly from those discussed in any forward-looking
statements. The company undertakes no obligation to publicly update
any forward-looking statement, whether as a result of new
information, future events, or otherwise. Investor Contacts
Hardinge Inc Ed Gaio, VP & Chief Financial Officer 607-378-4207
Okapi Partners Bruce H. Goldfarb / Patrick McHugh 212-297-0720
Media Contacts Sard Verbinnen & Co Denise DesChenes / Nat
Garnick 212-687-8080 DATASOURCE: Hardinge Inc. CONTACT: Investors,
Ed Gaio, VP & Chief Financial Officer of Hardinge Inc.,
+1-607-378-4207; or Bruce H. Goldfarb or Patrick McHugh, both of
Okapi Partners, +1-212-297-0720; or Media, Denise DesChenes or Nat
Garnick, both of Sard Verbinnen & Co, +1-212-687-8080 Web Site:
http://www.hardinge.com/
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