Romi Responds to Hardinge's Rejection of Increased Cash Tender Offer

SANTA BARBARA D'OESTE, Brazil, May 21 /PRNewswire/ -- Industrias Romi S.A. (Bovespa: ROMI3) ("Romi"), a leading global manufacturer of machine tools, today responded to the Hardinge Inc. (Nasdaq: HDNG) ("Hardinge") Board of Directors' rejection of Romi's increased fully funded cash tender offer to acquire all of the outstanding shares of Hardinge for $10.00 per share.  The increased offer 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.  The offer is not subject to confirmatory due diligence or any financing condition and will be funded entirely from Romi's internal resources.  

"We are disappointed with the outright rejection of our increased offer, which we believe further demonstrates the entrenchment of the Hardinge Board and management and is not consistent with the interests of the company's shareholders," said Livaldo Aguiar dos Santos, Chief Executive Officer of Romi.  "As we said on May 10, 2010, in raising our offer we took into account the views of Hardinge's shareholders and their willingness to support a transaction that fairly values the company. We continue to believe that our $10.00 per share offer, which provides Hardinge shareholders immediate liquidity at superior value, is the best strategic alternative available to Hardinge, including continuing as a standalone company.    

"Our best and final $10.00 per share offer is based solely on publicly available information.  To be clear, the Hardinge Board and management have repeatedly refused to engage with us and share any non-public data, including their financial forecasts.  According to the company's filing, these forecasts in part formed the basis of the inadequacy opinion delivered to Hardinge by its financial advisor, Jefferies & Company, Inc.  Hardinge's Board and management owe it to their shareholders to share this analysis that led them to reject our increased offer.  We would also welcome the opportunity to review these forecasts and we continue to stand ready to engage with Hardinge in a substantive discussion on valuation at any time.  We urge Hardinge shareholders to send a strong message to Hardinge's Board and management by tendering into our offer.  Absent a demonstration of meaningful support from Hardinge shareholders, we intend to let our offer expire at the end of the offering period on May 26, 2010," concluded Mr. dos Santos.

As previously announced, the offering period for Romi's revised all-cash tender offer is set to expire at 5:00 pm, New York City time, on May 26, 2010, unless further extended or terminated.  

The offer is conditioned 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 amended and restated offer to purchase, amended and restated letter of transmittal and other related amended and restated tender offer documents were filed with the U.S. Securities and Exchange Commission on May 10, 2010.  Hardinge shareholders may obtain copies of all of the tender offer documents free of charge at the SEC's website (www.sec.gov) or by directing a request to Innisfree M&A Incorporated, the Information Agent for the offer, toll-free at 888-750-5834.  

HSBC Securities (USA) Inc. is acting as financial advisor and Shearman & Sterling LLP is acting as legal advisor to Romi on the proposed transaction.

About Romi

Industrias Romi S.A. (Bovespa: ROMI3), 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 centers, plastic injection and blow molding 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.

Important Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities of Hardinge. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including the amended and restated offer to purchase, the amended and restated letter of transmittal and other amended and restated offer documents) which was filed with the Securities and Exchange Commission (the "Commission") on May 10, 2010 and is accessible for free at the Commission's website at http://www.sec.gov. Such documents may also be obtained by investors and security holders for free by calling Innisfree M&A Incorporated, the Information Agent for the offer, toll-free at 888-750-5834. Investors and security holders are urged to read such disclosure documents carefully and in their entirety because they contain important information.

Romi is not currently engaged in a solicitation of proxies from the shareholders of Hardinge. However, in connection with Romi's offer to acquire Hardinge, certain directors and officers of Romi may participate in meetings or discussions with Hardinge shareholders. Romi does not believe that any of these persons is a "participant" in the solicitation of proxies under SEC rules. If in the future Romi does engage in a solicitation of proxies from the shareholders of Hardinge in connection with its offer to acquire Hardinge, Romi will include the identity of people who, under SEC rules, may be considered "participants" in the solicitation of proxies from Hardinge shareholders in applicable SEC filings when they become available.

Forward-Looking Statements

Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, including the proposed acquisition of Hardinge, are forward-looking statements within the meaning of the U.S. federal securities laws and should be evaluated as such.  Forward-looking statements include statements that may relate to our plans, objectives, strategies, goals, future events, future revenues or performance, and other information that is not historical information.  These forward-looking statements may be identified by words such as "anticipate," "expect," "suggest," "plan," "believe," "intend," "estimate," "target," "project," "could," "should," "may," "will," "would," "continue," "forecast," and other similar expressions.

Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could cause actual results or events to differ materially from those expressed in the forward-looking statements and projections.  Factors that may materially affect such forward-looking statements include: our ability to successfully complete any proposed transaction or realize the anticipated benefits of a transaction; delays in obtaining any approvals for the transaction, or an inability to obtain them on the terms proposed or on the anticipated schedule.  Forward-looking statements, like all statements in this press release, speak only as of the date of this press release (unless another date is indicated).  Unless required by law, we do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

SOURCE Industrias Romi S.A.