16/6/10 – Romi Sets Hardinge Shareholders 18th June deadline for Share Offer
16 June 2010
Industrias Romi S.A. a leading global machine tools manufacturer has urged Hardinge Inc. (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. Romi says that 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.
"Despite continued volatility in the financial markets and renewed uncertainty about the timing and strength of the economic recovery, we wish to reiterate that Romi stands behind its $10.00 per share all-cash offer," said Livaldo Aguiar dos Santos, Chief Executive Officer of Romi. "In this unstable environment, we believe the existence of our offer has supported the Hardinge stock price for several months.
"We do not believe that Hardinge’s current standalone business model will deliver equivalent or superior value to Romi’s all-cash offer, particularly given uncertainty in the global economy and financial markets," continued Mr. dos Santos. "In our numerous discussions with Hardinge shareholders, many have expressed their strong interest in having the Hardinge Board and management negotiate with us. Accordingly, we urge Hardinge shareholders to send a message that their Board cannot continue to ignore by tendering into Romi’s offer. Because of the Hardinge Board’s takeover defenses and unwillingness to sit down and negotiate a transaction with Romi, this is the best opportunity for Hardinge shareholders to make their voices heard.
"Romi stands ready to negotiate a transaction. However, absent a significant increase in shareholder support above the 38% previously tendered, we intend to let our offer expire at the end of the offering period on June 18, 2010," concluded Mr. dos Santos.
The offering period for Romi’s revised all-cash tender offer is set to expire at 5:00 pm, New York City time, on June 18, 2010, unless further extended or terminated.
The offer is conditional on there being validly tendered and not withdrawn at least two-thirds of the total number of Hardinge’s outstanding shares on a fully diluted basis, Hardinge’s Board of Directors redeeming or invalidating its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. 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.
Industrias Romi S.A.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 centres, plastic injection and blow moulding 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.