-----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==
UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION (Amendment No. 4) Hardinge Inc. Hardinge Inc. Common Stock, $0.01 par value per share 412324303 Richard L. Simons President & Chief Executive Officer Hardinge Inc. Telephone: 607-378-4107 Copies to: Trevor S. Norwitz, Esq. £ 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 of the Statement is hereby amended and supplemented by adding the following exhibit: Exhibit (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 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 Romis 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 Hardinges 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 Hardinges 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 Companys 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. Hardinges 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 managements 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. Hardinges 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.
Washington, D.C. 20549
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Name of Subject Company)
(Name of Person Filing Statement)
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
One Hardinge Drive
Elmira, New York 14902-1507
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
ITEM 9. EXHIBITS.
Number
Description
# # #
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
# # #