Press release from Business Wire
Hardinge Responds to Romi Press Release
Friday, May 21, 2010
Hardinge Responds to Romi Press Release13:13 EDT Friday, May 21, 2010 ELMIRA, N.Y. (Business Wire) -- Hardinge Inc. (NASDAQ: HDNG) (“Hardinge”) today issued the following statement in response to the press release issued today by Indústrias Romi S.A. (Bovespa: ROMI3) (“Romi”), regarding Romi's tender offer, which the Hardinge Board has unanimously determined to be highly inadequate and opportunistic: “The statement from Romi is disingenuous. We have met with Romi in the past and always been clear with them on our views on Hardinge's valuation and its prospects as the economy improves. In our view their ‘best and final' $10.00 offer does not reflect full and fair value for Hardinge. Romi, which started at $8.00 at a highly opportunistic moment in time, has given us no sense that they are willing to get to the kind of values that our shareholders deserve. Given that Romi does not appear serious about a transaction that does anything but secure upside for itself that rightly belongs to Hardinge shareholders, we believe it would be inappropriate to share potentially sensitive competitive information with them. Our board continues to strongly recommend that Hardinge shareholders not tender their shares to Romi.” Jefferies & Company, Inc. is acting as financial advisor to Hardinge and Wachtell, Lipton, Rosen & Katz is providing legal advice. Questions and requests for assistance regarding the tender offer may be directed to Hardinge's Information Agent, Okapi Partners LLC, toll-free at (877) 279-2311. About Hardinge Inc. Hardinge is a global designer, manufacturer and distributor of machine tools, specializing in SUPER PRECISION™ 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 70% of the 2009 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. 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. Hardinge's actual results or outcomes and the timing of certain events may differ significantly from those discussed in any forward-looking statements due to a variety of factors, including those described in Hardinge's SEC reports, including its March 15, 2010 Form 10-K and May 7, 2010 Form 10-Q. Except as required by law, Hardinge undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Hardinge notes that forward-looking statements made in connection with a tender offer are not subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995. Hardinge is not waiving any other defenses that may be available under applicable law.