-----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, G6OqYGm8Wyo7nTYiCY35fkFyVp+y3qcB7dhxudGiYxTHjPWOgOzbSOodbAtn03n/ 4IuJk8hzZV/2X7/ha431UA== 0000898822-10-000414.txt : 20100622 0000898822-10-000414.hdr.sgml : 20100622 20100622163316 ACCESSION NUMBER: 0000898822-10-000414 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100622 DATE AS OF CHANGE: 20100622 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: 10910960 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. 7)

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. 7 to the Schedule 14D-9 ("Amendment No. 7"), filed with the Securities and Exchange Commission (the "SEC") on June 22, 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, Amendments No. 2 and No. 3 on May 19, 2010, Amendment No. 4 on May 21, 2010, Amendment No. 5 on May 27, 2010 and Amendment No. 6 on June 21, 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. 7 is to file an additional exhibit and update the exhib it 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)(14)

Letter to Employees, posted June 22, 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:  June 22, 2010

 


EX-99.(A)(14) 2 exa14.htm exa14.htm - Generated by SEC Publisher for SEC Filing

 

 

Fellow employees of Hardinge:

 

Today Indústrias Romi S.A. (Romi) extended its offer to acquire all of Hardinge’s outstanding shares for $10.00 per share in cash until 5:00 p.m., New York City time, on July 14, 2010. 

 

While it is unfortunate that Romi has decided to continue to pursue its hostile takeover attempt for Hardinge despite a tender result that remains well below the 66.6% minimum condition that Romi has said it needs for a second consecutive time, our Board remains unanimous in its determination that Romi’s “best and final” offer is highly inadequate, opportunistic and not in the best interests of the company and its shareholders, and we will not transfer value to Romi that rightfully belongs to Hardinge and its shareholders.  Furthermore, we believe that tendering into a highly conditional tender offer that has no prospect of closing is not meaningful and does not indicate that even the minority of shareholders who tendered actually support a transaction at $10.00.

 

We remain confident that Hardinge is well-positioned to participate in the upswing as the global economy continues to improve.  The industrial sector and the machine tool industry are beginning to see signs of the recovery, as evidenced by our own strong order rates and improved outlook, which further reinforce our view of Hardinge's bright prospects based on the strength of our business and our industry leading reputation in the global marketplace.  We have made great progress over the past year and a half and we will continue to make meaningful improvements to the business to drive sustainable growth and shareholder value.

 

As we have said, it has been and will continue to be business-as-usual at Hardinge.  It is important that we remain focused on achieving our goals for generating long-term value for shareholders, and continuing to provide our customers high precision, long lasting and reliable machine tools and accessories.  I appreciate your continued hard work and dedication, and thank you for commitment to running our business.

 

In the event you receive any inquiries beyond the information which is provided, or if you are contacted by media or investors, please direct those inquiries to me or Ed Gaio.  I will continue to update you as appropriate if and when there are material developments. 

 

Best regards,

 

Richard L. Simons

President/CEO

 

 


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