Romi Takes Hardinge Offer to Shareholders

March 30, 2010
Hardinge boards continuing refusal to deal leads to cash tender offer

Brazilian machine tool builder Industrias Romi S.A. is proceeding with its $92-million takeover attempt of Hardinge Inc. with an $8-per-share cash tender offer for all outstanding shares of its target, also a machine tool manufacturer.

Romi initiated the takeover effort in October 2009 by approaching the Hardinge board, but it has been rejected. The cash tender offer and withdrawal rights are set to expire May 10, unless extended or terminated.

"It is unfortunate that the Hardinge board continues to reject our $8.00 per share all-cash offer, which Romi made on the basis of publicly available information," stated Romi CEO Livaldo Aguiar dos Santos. "The continuing refusal to allow us to conduct due diligence and discuss our compelling all-cash offer has left us no alternative but to take the offer directly to Hardinge shareholders.”

While dos Santos said the response from Hardinge shareholders has been “positive,” he emphasized a preference to reach an agreement with the company’s directors.

Hardinge advised its shareholders to “defer taking any action” in response to the Romi tender offer.

Romi manufactures machine tools, plastic injection, and blow molding machines, and also produces component parts made of gray and ductile iron.

Hardinge, of Elmira, NY, produces vertical and horizontal machining centers, CNC lathes, grinding tools, and workholding equipment. Its brands include the Hardinge, Kellenberger, Bridgeport, Hauser, and Tschudin product lines.

Romi said its offer represents a 46% premium over the February 3, 2010, closing price for Hardinge shares on, the last trading day prior to Romi’s announcement of its offer.

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