-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UuzdgTmc6BVhXyexgjGe+Q7G2o0BwGkNkqRcrsFk6RXCSYsXbYu6ziOUTtSPBQDV sZ2iPezb+wZZvsb0ucuYjQ== 0000898822-10-000331.txt : 20100521 0000898822-10-000331.hdr.sgml : 20100521 20100521134106 ACCESSION NUMBER: 0000898822-10-000331 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100521 DATE AS OF CHANGE: 20100521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARDINGE INC CENTRAL INDEX KEY: 0000313716 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 160470200 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20073 FILM NUMBER: 10850434 BUSINESS ADDRESS: STREET 1: ONE HARDING DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 BUSINESS PHONE: 6077342281 MAIL ADDRESS: STREET 1: ONE HARDINGE DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 FORMER COMPANY: FORMER CONFORMED NAME: HARDINGE BROTHERS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARDINGE INC CENTRAL INDEX KEY: 0000313716 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 160470200 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: ONE HARDING DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 BUSINESS PHONE: 6077342281 MAIL ADDRESS: STREET 1: ONE HARDINGE DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 FORMER COMPANY: FORMER CONFORMED NAME: HARDINGE BROTHERS INC DATE OF NAME CHANGE: 19920703 SC 14D9/A 1 hdng14d9a.htm hdng14d9a.htm - Generated by SEC Publisher for SEC Filing

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Hardinge Inc.
(Name of Subject Company)

Hardinge Inc.
(Name of Person Filing Statement)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

412324303
(CUSIP Number of Class of Securities)

Richard L. Simons

President & Chief Executive Officer

Hardinge Inc.
One Hardinge Drive
Elmira, New York  14902-1507

Telephone: 607-378-4107


(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)

 

Copies to:

Trevor S. Norwitz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone:  (212) 403-1000

 

£   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 


 

This Amendment No. 4 to the Schedule 14D-9 ("Amendment No. 4"), filed with the Securities and Exchange Commission (the "SEC") on May 21, 2010, amends and supplements the Schedule 14D-9 originally filed with the SEC on April 5, 2010 and amended by Amendment No. 1 on April 6, 2010 and Amendments No. 2 and No. 3 on May 19, 2010 (as amended, the “Statement”), by Hardinge Inc., a corporation existing under the laws of New York ("Hardinge" or the "Company").  The sole purpose of this Amendment No. 4 is to file an additional exhibit and update the exhibit index of the Statement accordingly.

ITEM 9.                EXHIBITS.

“Item 9.—Exhibits” of the Statement is hereby amended and supplemented by adding the following exhibit:

Exhibit
Number


Description

(a)(10)

Press release issued by Hardinge, dated May 21, 2010

 


 

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

HARDINGE INC.

By:         /s/ Richard L. Simons                                        

                Name:  Richard L. Simons

                Title:    President and Chief Executive Officer

Dated:  May 21, 2010

 


EX-99.(A)(10) 2 exa10.htm exa10.htm - Generated by SEC Publisher for SEC Filing

Exhibit (a)(10)

HARDINGE RESPONDS TO ROMI PRESS RELEASE

___________________________________

 

ELMIRA, NY – May 21, 2010 – 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 man ufacturing 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.


 

 

 

# # #

 

 

 

Investor Contacts

Hardinge Inc.

Ed Gaio, VP & Chief Financial Officer

607-378-4207

 

Okapi Partners

Bruce H. Goldfarb / Patrick McHugh

212-297-0720 or (877) 279-2311

 

Media Contacts

Sard Verbinnen & Co

Denise DesChenes / Nat Garnick

212-687-8080

 

# # #

 

 

 

 

 


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