SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)

HARDINGE INC.

(Name of Subject Company)

HELEN ACQUISITION CORP.

(Offeror)

INDÚSTRIAS ROMI S.A.

(Parent of Offeror)
(Names of Filing Persons)

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

412324303
(CUSIP Number of Class of Securities)

Luiz Cassiano Rando Rosolen
Helen Acquisition Corp.
Avenida Pérola Byington, 56
Santa Bárbara d’Oeste — SP — Brazil
CEP 13453-900
+55-19-3455-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copy to:

Luiz Cassiano Rando Rosolen
Indústrias Romi S.A.
Avenida Pérola Byington, 56
Santa Bárbara d’Oeste — SP — Brazil
CEP 13453-900
+55-19-3455-9000 Michael J. McGuinness, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
+1-212-848-4000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$116,880,290	$	8,333.56

*

Estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated by multiplying (a) $10.00, the per share tender offer price, by (b) 11,688,029 shares of Hardinge Inc. Common Stock, par value $0.01 per share (consisting of the sum of (i) the 11,610,789 issued and outstanding shares of Common Stock as of March 31, 2010 (according to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 filed by Hardinge Inc.), and (ii) the 77,240 shares of Common Stock subject to outstanding options and stock units as of March 31, 2010 (according to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 filed by Hardinge Inc.)).

**

Calculated by multiplying the transaction valuation by 0.00007130.

þ  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$6,666.85	Filing Party:	Indústrias Romi S.A.
Form or Registration No.:	Schedule TO	Date Filed:	March 30, 2010
Amount Previously Paid:	$1,666.71	Filing Party:	Indústrias Romi S.A.
Form or Registration No.:	Schedule TO	Date Filed:	May 10, 2010

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes to designate any transactions to which the statement relates:

þ  third-party tender offer subject to Rule 14d-1.

o  issuer tender offer subject to Rule 13e-4.

o  going-private transaction subject to Rule 13e-3.

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o 

TABLE OF CONTENTS

	Item 12. Exhibits.
EX-99.A.22

     This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed on March 30, 2010, as amended and supplemented through the date hereof (as so amended, the “Schedule TO”), by Indústrias Romi S.A., a stock corporation organized under the laws of Brazil (“Parent”), and Helen Acquisition Corp., a New York corporation (“Purchaser”) and a wholly owned subsidiary of Parent. The Schedule TO relates to the offer by Purchaser to purchase all the issued and outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of Hardinge Inc., a New York corporation (the “Company”), and the associated Series B Preferred Stock purchase rights (the “Rights,” and together with the Common Stock, the “Shares”) issued pursuant to the Rights Agreement, dated as of February 18, 2010, between the Company and Computershare Trust Company, N.A., as Rights Agent, for $10.00 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase dated May 10, 2010 (as may be amended and supplemented from time to time, the “Offer to Purchase”), and in the accompanying Amended and Restated Letter of Transmittal (as may be amended and supplemented from time to time, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO.

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and restated as follows:

(a)(1)	Offer to Purchase dated March 30, 2010.*
(a)(2)	Form of Letter of Transmittal.*
(a)(3)	Form of Notice of Guaranteed Delivery.*
(a)(4)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(6)	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(7)	Summary Advertisement as published in The Wall Street Journal on March 30, 2010.*
(a)(8)	Press Release issued by Parent on March 30, 2010.*
(a)(9)	Press Release issued by Parent on February 19, 2010.*
(a)(10)	Press Release issued by Parent on February 8, 2010.*
(a)(11)	Press Release issued by Parent on February 4, 2010.*
(a)(12)	Investor Presentation Materials dated February 4, 2010.*
(a)(13)	Press Release issued by Parent on April 13, 2010.*
(a)(14)	Investor Presentation Materials dated April 2010.*
(a)(15)	Press Release issued by Parent on April 22, 2010.*
(a)(16)	Amended and Restated Offer to Purchase dated May 10, 2010.*
(a)(17)	Form of Amended and Restated Letter of Transmittal.*
(a)(18)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(19)	Form of Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(20)	Form of Amended and Restated Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(21)	Press Release issued by Parent on May 10, 2010.*
(a)(22)	Press Release issued by Parent on May 21, 2010.
(b)	None.
(d)	None.
(g)	None.
(h)	None.

* Previously filed.

     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.

Dated: May 21, 2010

HELEN ACQUISITION CORP.
By:	/s/ Livaldo Aguiar dos Santos
	Name:	Livaldo Aguiar dos Santos
	Title:	President
By:	/s/ Luiz Cassiano Rando Rosolen
	Name:	Luiz Cassiano Rando Rosolen
	Title:	Vice President
INDÚSTRIAS ROMI S.A.
By:	/s/ Livaldo Aguiar dos Santos
	Name:	Livaldo Aguiar dos Santos
	Title:	Chief Executive Officer and President
By:	/s/ Luiz Cassiano Rando Rosolen
	Name:	Luiz Cassiano Rando Rosolen
	Title:	Controller and Investor Relations Officer

EXHIBIT INDEX

Exhibit
No.
(a)(1)	Offer to Purchase dated March 30, 2010.*
(a)(2)	Form of Letter of Transmittal.*
(a)(3)	Form of Notice of Guaranteed Delivery.*
(a)(4)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(6)	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(7)	Summary Advertisement as published in The Wall Street Journal on March 30, 2010.*
(a)(8)	Press Release issued by Parent on March 30, 2010.*
(a)(9)	Press Release issued by Parent on February 19, 2010.*
(a)(10)	Press Release issued by Parent on February 8, 2010.*
(a)(11)	Press Release issued by Parent on February 4, 2010.*
(a)(12)	Investor Presentation Materials dated February 4, 2010.*
(a)(13)	Press Release issued by Parent on April 13, 2010.*
(a)(14)	Investor Presentation Materials dated April 2010.*
(a)(15)	Press Release issued by Parent on April 22, 2010.*
(a)(16)	Amended and Restated Offer to Purchase dated May 10, 2010.*
(a)(17)	Form of Amended and Restated Letter of Transmittal.*
(a)(18)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(19)	Form of Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(20)	Form of Amended and Restated Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(21)	Press Release issued by Parent on May 10, 2010.*
(a)(22)	Press Release issued by Parent on May 21, 2010.
(b)	None.
(d)	None.
(g)	None.
(h)	None.

* Previously filed.

EX-99.A.22

Exhibit (a)(22)

For Immediate Release

Indústrias Romi S.A.
Avenida Pérola Byington, 56
13453-900 Santa Bárbara d’Oeste-SP—BRASIL
Telefone: 55 (19) 3455-9000—Fax: 55 (19) 3455-2499

ROMI RESPONDS TO HARDINGE’S REJECTION OF INCREASED CASH TENDER OFFER

Company Urges Hardinge Shareholders to Tender Before Offer Expires

SANTA BARBARA D’OESTE, Brazil, May 21, 2010 — Indústrias 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

Indústrias 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.

Media Contact

Joele Frank, Wilkinson Brimmer Katcher
Steve Frankel / Tim Lynch: (212) 355-4449

Investor Contact

Innisfree M&A Incorporated
Alan Miller / Jennifer Shotwell / Scott Winter: (212) 750-5833

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