EX-99.(C)(4) 6 a2234727zex-99_c4.htm EX-99.(C)(4)

 

Exhibit (c)(4) Project Hedwig Presentation to the Special Committee of the Board of Directors February 11, 2018

 


Disclaimer This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Hardinge Inc. (the “Company”) by BMO Capital Markets (“BMO”) in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with BMO in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials. The materials are for discussion purposes only. BMO expressly disclaims any and all liability which may be based on the materials and any errors therein or omissions therefrom. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Committee, the Company or BMO takes any responsibility for the use of the materials by persons other than the Committee. The materials are provided on a confidential basis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without BMO’s express prior written consent. Notwithstanding any other provision herein, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if any) that are provided to the Company relating to such tax treatment and structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. income or franchise tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. income or franchise tax treatment of the transaction. If the Company plans to disclose information pursuant to the first sentence of this paragraph, the Company shall inform those to whom it discloses any such information that they may not rely upon such information for any purpose without BMO’s prior written consent. BMO is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting, regulatory, insurance, tax or other specialist matters. BMO’s role in reviewing any information is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Committee. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to BMO as of, the date of the materials. As the Committee is aware, certain data underlying our analysis pre-dates (and / or does not reflect the impact of) recently enacted federal tax legislation. The financial and stock markets have been adjusting to the impacts of such legislation, and we express no opinion or view as to any potential effects of such impacts on the Company or the Transaction. Although subsequent developments may affect the contents of the materials, BMO has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly contemplated by BMO’s engagement letter. The materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Committee, the Company, any security holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or securities of any company. BMO’s only opinion is the opinion, if any, that is actually delivered to the Committee. The materials may not reflect information known to other professionals in other business areas of BMO and its affiliates. The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, BMO did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. In preparing the materials, BMO has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has no obligation to evaluate the solvency of the Company or any other party under any law. All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including estimates of potential cost savings and expenses) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates (including, without limitation, estimates of potential cost savings and synergies) contained in the materials may or may not be achieved and differences between projected results and those actually achieved may be material. BMO has relied upon representations made by management of the Company that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and BMO expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and BMO does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. BMO has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, BMO has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company, the division of the Company being sold, or any other participant in the Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to BMO that would be material to its analyses, and that the final forms of any draft documents reviewed by BMO will not differ in any material respect from such draft documents. The materials are not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. The materials do not constitute a commitment by BMO or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. In the ordinary course of business, certain of BMO’s affiliates and employees, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, one or more parties that may be involved in the Transaction and their respective affiliates or any currency or commodity that may be involved in the Transaction. BMO provides mergers and acquisitions, restructuring and other advisory and consulting services to clients. BMO’s personnel may make statements or provide advice that is contrary to information contained in the materials. BMO’s or its affiliates’ proprietary interests may conflict with the Company’s interests. BMO may have advised, may seek to advise and may in the future advise one or more participants in the Transaction and/or other companies mentioned in the materials. PROJECT HEDWIG 1

 


SITUATION OVERVIEW Section 1: Situation Overview Section 1 Situation Overview Section 2 Appendix Financial Analysis PROJECT HEDWIG 2

 


SITUATION OVERVIEW Executive Summary BMO Capital Markets Corp. (“BMO” or “we”) has been engaged to act as financial advisor to the Board, including any special committee thereof, in connection with a review of strategic alternatives, including but not limited to a possible sale transaction to Hardinge Holdings LLC, an affiliate of Privet Fund LP and Privet Fund Management LLC (collectively, the “Purchaser”) for $18.50 in cash (the “Consideration”), per share of Company common stock (the “Transaction”) z As part of the engagement, BMO has been requested to render an opinion to the Board as to the fairness, from a financial point of view, to the Company’s common stockholders (other than the Purchaser and its affiliates), of the Consideration to be received by such stockholders in the Transaction (the “Opinion”) „ BMO is the only institution expected to render an opinion regarding the Transaction to the Committee Enterprise value equals 8.6x estimated Hardinge 2017E Adj. EBITDA of $23.2 million The Transaction will be structured as a merger The Transaction is targeted to be announced on Monday, February 12th prior to the market open z z z z Source: Management, Draft dated 10-Feb-18 of Merger Agreement PROJECT HEDWIG 3

 


SITUATION OVERVIEW Summary of the Proposed Transaction of Acquisition Sub shall cease, and the Company shall continue under the name “Hardinge Inc.” as the surviving corporation and Source: Draft Merger Agreement dated 10-Feb-2018 PROJECT HEDWIG 4 Transaction Structure z The Transaction will be structured as a merger, whereby a newly formed wholly owned subsidiary of Hardinge Holdings, LLC (such subsidiary, “Acquisition Sub”), will be merged with and into the Company z Upon closing of the Transaction, Acquisition Sub shall be merged with and into the Company, whereupon the separate existence shall continue its existence as a corporation under the laws of the State of New York and be governed by the laws of the State of New York Consideration z Each share of common stock (other than certain shares owned by the Purchaser) shall be converted into the right to receive $18.50 in cash „ Implied equity value of $244 million (“Deal Value”) and implied enterprise value of $199 million Source of Funds z Purchaser will fund the acquisition with a mix of equity, debt, and cash on the Company’s balance sheet Representations and Warranties z Customary representations and warranties Deal Protections z 45 calendar day go-shop provision z $3.7 million termination fee (1.5% of Deal Value) plus expense reimbursement of up to $3.7 million (1.5% of Deal Value) payable to Purchaser if the Company terminates the transaction as a result of receiving a superior proposal during the go-shop period z $8.5 million termination fee (3.5% of Deal Value) plus expense reimbursement of up to $3.7 million (1.5% of Deal Value) payable to Purchaser if the Company terminates the transaction under other certain circumstances z Expense reimbursement of up to $2.4 million (1.0% of Deal Value) if required shareholder approval for the Transaction is not obtained in the absence of recommendation change by the Board z $14.6 million termination fee (6.0% of Deal Value) plus expense reimbursement of up to $3.7 million (1.5% of Deal Value) payable to the Company if the Purchaser terminates the transaction under certain circumstances Key Closing Conditions z Required shareholder approval of at least two-thirds of common stock z Other customary closing conditions Estimated Timing z Expected to close in Q2 or Q3 2018

 


FINANCIAL ANALYSIS Section 2: Financial Analysis Section 1 Situation Overview Section 2 Appendix Financial Analysis PROJECT HEDWIG 5

 


FINANCIAL ANALYSIS Changes from November 2017 Presentation In the presentation to the Board dated November 1, 2017, BMO utilized select public companies, precedent transactions, and discounted cash flow analysis valuation methodologies to provide an initial assessment of the potential value for Hardinge Since this time, BMO has continued to assess Hardinge, its operating attributes, and end-markets Currently, BMO is utilizing select public companies, precedent transactions, and discounted cash flow analysis: z z z Three companies were added to the select public companies analysis (Commercial Vehicle Group, Inc., Park-Ohio Holdings Corp., and Shiloh Industries, Inc.) – These companies are US-domiciled, industrial manufacturing businesses with similar, cyclical end-markets to Hardinge Six new precedent transactions were added after performing a search for additional potential relevant transactions and two transactions were removed – Transactions added (Methode/Pacific Insight, Worthington/Amtrol, Federal Signal/TBEI, American Securities/Blount, and Southwire/CCI) are similarly sized, industrial manufacturing business with similar, cyclical end-markets and one transaction (Duravant acquisition of Key Technologies) announced since November 2017 – Transactions removed (Parker/Snap-tite and Ametek/CSI) reflect transactions without publicly available valuation multiples Management changes to the discounted cash flow analysis include: „ „ „ – Management has provided draft financial results for 2017E and revised projections through 2022P (previously through 2023P) Š Revised projections include modified growth and profitability metrics and the ability to realize cash proceeds from the sale of real estate WACC range changed from 15% – 17% to 14% – 16% based on revised public companies, updated market data, and recently enacted federal tax legislation Perpetuity growth rate changed from 1% – 3% to 2% – 4% to reflect revised business outlook – – PROJECT HEDWIG 6

 


FINANCIAL ANALYSIS Five-Year Hardinge Stock Price and Volume Chart Average Low High VWAP Daily Vol. (000s) 30-Trading Day 90-Trading Day 180-Trading Day 1-Year 3-Year 5-Year $16.54 $14.75 $11.09 $9.97 $7.85 $7.85 $19.47 $19.47 $19.47 $19.47 $19.47 $19.47 $18.20 $17.16 $15.56 $14.29 $12.09 $12.59 0.047 0.050 0.043 0.042 0.033 0.037 (000s) $20.00 300 $18.00 250 $16.00 $14.00 200 $12.00 $10.00 150 $8.00 100 $6.00 $4.00 50 $2.00 --0 Feb-13 Aug-13 Feb-14 Aug-14 Feb-15 Volume (000s) Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Hardinge Stock Price Source: FactSet Note: Market data as of 09-Feb-18. PROJECT HEDWIG 7 Offer Price: $18.50

 


FINANCIAL ANALYSIS Hardinge Historical and Projected Financials Source: Historical financials per Hardinge public filings and public Hardinge Investor Presentations; projected financials per Hardinge Management Note: Assumes that projections reflect expense associated with the operational change from selling facilities. PROJECT HEDWIG 8 1. 2013A-2016A Adj. EBITDA figures per Hardinge 4th Quarter 2016 Financial Results 2. Historical and projected net periodic benefit cost per Hardinge Management. Supplemental Slides dated 09-Feb-2017; 2017E Adj. EBITDA per Hardinge Management and 3. Defined as current assets (excluding cash and assets held for sale) less current liabilities (excluding is adjusted for $4.5mm restructuring adjustment, $1.2mm CEO transition adjustment, and $0.5mm of other adjustments. current portion of long term debt and deferred income taxes). 4. Free cash flow defined as Adj. EBITDA less capital expenditures and increase in net working capital. FYE December 31 Historical ($ millions) 2013A 2014A 2015A 2016A CAGR '13A - '16A Projected 2017E 2018P 2019P 2020P 2021P 2022P CAGR '17E - '22P Net Sales $329 $312 $315 $292 (3.9%) $318 $326 $327 $329 $331 $332 0.9% % growth (1.5%) (5.4%) 1.2% (7.4%) COGS 224 211 211 194 Gross Margin $106 $101 $105 $98 % margin 32.1% 32.3% 33.2% 33.4% (2.6%) 8.9% 2.5% 0.5% 0.5% 0.5% 0.5% 210 214 213 213 214 215 $108 $111 $114 $116 $117 $118 33.9% 34.2% 34.9% 35.3% 35.3% 35.4% 1.8% Adj. EBITDA(1) $27 $15 $19 $16 (16.4%) $23 $27 $29 $31 $31 $32 6.6% % margin 8.2% 4.8% 6.0% 5.4% % growth (3.6%) (44.6%) 26.2% (16.5%) Net Periodic Benefit Cost(2) $2 $1 $2 $4 7.3% 8.4% 8.9% 9.4% 9.4% 9.6% 47.6% 18.4% 6.0% 6.4% 0.3% 2.8% $3 $3 $3 $3 $3 $3 Adj. EBITDAP $29 $16 $21 $19 (12.7%) $26 $30 $32 $34 $34 $35 6.0% % margin 8.8% 5.2% 6.6% 6.6% Depreciation & Amortization $10 $10 $9 $9 % of net sales 2.9% 3.3% 2.8% 3.0% EBITP $19 $6 $12 $10 Capital Expenditures $4 $3 $4 $2 % of net sales 1.2% 1.0% 1.3% 0.8% Working Capital(3) $113 $124 $102 $103 % of net sales 34.2% 39.9% 32.4% 35.1% Free Cash Flow(4) $14 ($0) $37 $13 % of net sales 4.4% (0.0%) 11.7% 4.4% Proceeds from Sale of Real Estate Assets ---- ---- Free Cash Flow with RE Proceeds(4) $14 ($0) $37 $13 % of net sales 4.4% (0.0%) 11.7% 4.4% (3.9%) (3.9%) 8.2% 9.3% 9.8% 10.3% 10.3% 10.5% $9 $10 $10 $10 $10 $11 2.8% 2.9% 3.0% 3.1% 3.2% 3.3% $17 $21 $22 $24 $23 $24 $3 $5 $5 $5 $5 $5 1.0% 1.4% 1.5% 1.5% 1.5% 1.5% $95 $98 $98 $97 $97 $96 29.8% 30.1% 30.0% 29.5% 29.3% 28.9% $28 $20 $24 $27 $26 $28 8.7% 6.1% 7.3% 8.2% 8.0% 8.3% --$8 $16 --$15 --$28 $28 $40 $27 $41 $28 8.7% 8.6% 12.2% 8.2% 12.4% 8.3% (0.1%) (0.1%)

 


FINANCIAL ANALYSIS Hardinge Value Perspectives Cash Flow(1) EBITDA $20.95 $19.51 $19.22 Offer Price: $18.35 $18.50 $17.49 $15.76 $15.68 $15.20 $14.89 $14.37 Implied Multiple Ranges Reference Range: Enterprise Value / EBITDA Multiples Implied Range: Adjusted Enterprise Value / EBITDAP Multiples Source: Company management projections, Hardinge Supplemental Slide Investor Presentations Note: Market data as of 09-Feb-18. Enterprise value based on diluted share count as of 31-Jan-18 per Company management guidance; includes basic shares outstanding, options, restricted shares, director units and performance shares. Equal weight not given to each financial analysis. 1. Includes estimated present value of $3.5 million of NOLs ($0.26 per share), per Company management guidance; NOL utilization not limited. Assumes WACC of 14.0% to 16.0% and perpetuity growth rate of 2.0% to 4.0%. PROJECT HEDWIG 9 LTM 30-Sep-17 Adj. EBITDAP ($25.0mm) 7.3x - 9.1x 8.7x - 10.4x 7.8x - 9.6x 8.0x - 10.1x 2017E Adj. EBITDAP ($26.1mm) 7.3x - 9.1x 8.6x - 10.4x 7.7x - 9.5x 7.7x - 9.7x Premium / (Discount) to Offer Price (19.5%) - (0.8%) (22.3%) - (4.5%) (5.5%) - 13.2% (8.9%) - 8.9% (14.8%) - 3.9% (17.8%) - 0.0% (15.3%) - 5.5% LTM 30-Sep-17 Adj. EBITDA ($22.1mm) 6.5x - 8.5x 8.0x - 10.0x 7.0x - 9.0x 7.3x - 9.6x 2017E Adj. EBITDA ($23.2mm) 6.5x - 8.5x 8.0x - 10.0x 7.0x - 9.0x 7.0x - 9.2x $20.15 $18.50 $17.68 $16.85 Trading Multiples of Guideline Public Companies Precedent Selected Transactions Discounted 5-Y5-eYaeraHr iHstiostroicraicl al CuCrurerrnetnt 2017E Adj. EBITDA LTM 30-Sep-17 Adj.

 


FINANCIAL ANALYSIS Guideline Public Companies ($ millions) LTM Financials LTM Margins '16-'18 CAGR LTM FCF Conversion Company Revenue EBITDA EBITDAP EBIT Debt Cash EBITDA EBIT Revenue EBITDA Guideline Public Companies Allied Motion Technologies Inc. CECO Environmental Corp. Commercial Vehicle Group The Eastern Company (1) Hurco Companies, Inc. Key Technology, Inc.(2) Park-Ohio Holdings Corp. Preformed Line Products Company Shiloh Industries, Inc. $242 $371 $717 $184 $244 $140 $1,354 $368 $1,042 $28 $46 $48 $19 $25 $11 $115 $38 $76 $28 $46 $48 $20 $25 $11 $111 $38 $77 $18 $25 $33 $15 $21 $7 $80 $25 $29 $63 $122 $168 $36 $2 $5 $519 $35 $183 $18 $25 $50 $22 $66 $9 $81 $39 $9 12% 12% 7% 10% 10% 8% 8% 10% 7% 8% 7% 5% 8% 9% 5% 6% 7% 3% 3% (10%) 15% NA NA 13% 9% NA (4%) 12% (18%) 39% NA NA NA 15% NA 9% 80% 98% 70% 87% 91% 81% 76% 71% 36% Share Price As of 9-Feb-18 Enterprise Value / Equity Value Enterprise Value EBITDA EBITDAP Company LTM 2017E LTM 2017E Guideline Public Companies Allied Motion Technologies Inc. CECO Environmental Corp. Commercial Vehicle Group The Eastern Company (1) Hurco Companies, Inc. Key Technology, Inc.(2) Park-Ohio Holdings Corp. Preformed Line Products Company Shiloh Industries, Inc. $30.22 $4.23 $10.57 $24.60 $41.40 $17.76 $40.20 $63.51 $7.42 $294 $151 $334 $155 $283 $122 $524 $338 $177 $339 $249 $452 $169 $218 $117 $973 $334 $351 11.9x 5.4x 9.4x 8.9x 8.7x 10.5x 8.5x 8.8x 4.6x 12.0x 7.0x 8.6x NA NA NA 8.1x NA 4.6x 12.0x 5.6x 9.8x 9.5x 8.7x 10.5x 8.4x 8.9x 4.8x 12.0x 7.3x 8.9x NA NA NA 8.0x NA 4.7x Source: Capital IQ, company filings, company websites, wall street estimates Note: Market data as of 09-Feb-18. No guideline public company is directly comparable to the Company. FCF Conversion calculated as (EBITDA – Capex) / EBITDA; EBITDAP is EBITDA + Pension Expense. PROJECT HEDWIG 10 1. 2. 3. Multiples not pro-forma for April 2017 acquisition (target EBITDA unavailable). Key Technology Inc. was acquired by Duravant LLC on 25-Jan-18. Therefore market data as of 24-Jan-18 (pre-acquisition announcement). 2017 figures are 2017 actuals, per Company management; 2018E projections per Company management model. Trading Metrics Operating Metrics Hardinge (3) $17.25 $227 $195 8.8x 8.4x 9.7x 9.2x Mean: 8.5x 8.0x 8.7x 8.2x Median: 8.8x 8.1x 8.9x 8.0x Hardinge (3) $315 $22 $25 $13 $0 $32 7% 4% 6% 32% 88% Mean: 9% 6% 4% 11% 77% Median: 10% 7% 6% 12% 80%

 


FINANCIAL ANALYSIS Precedent Transactions Ann. EV EV / EBITDA Date Target Acquirer Target Description ($ mm) EBITDA Margin Jan-18 Designer and manufacturer of digital sorting, inspection, conveying, and processing equipment $175 15.7x 8.0% Aug-17 Leading manufacturer of specialized commercial vehicles including truck bodies and specialty vehicles $342 13.3x 8.5% Aug-17 Global lighting, electronics, and full-service solutions provider to the transportation industry C$129 8.6x 11.9% Jul-17 NN's PBC business manufactures and sells precision ball bearings, rollers, and stamped metals $375 9.2x 15.6% (PBC Division) Jun-17 Leading manufacturer of water systems and industrial gas cylinders $283 7.4x 15.5% May-17 Leading U.S. based manufacturer of dump truck bodies and trailers $270 7.2x n.a. Sep-16 Leading supplier of components to the North American and European commercial vehicle industries $430 5.8x 11.5% Apr-16 Manufacturer of power electronics, motion control, power protection, electromagnetic equipment, and custom gears and gearboxes $168 6.7x 12.3% Dec-15 Global manufacturer and marketer of replacement parts, equipment, and accessories $850 8.1x 12.3% Aug-15 Global manufacturer of hermetically sealed compressors for residential and commercial HVAC applications $123 5.6x 3.2% Jul-15 Leading manufacturer of digital power and motion control solutions for material handling, elevator, and mining applications $189 11.2x 14.9% Dec-13 Manufacturer of electrical and electronic wire and cable products $774 8.2x 10.2% Sep-13 Leading manufacturer of industrial waterjet machines for cutting and cleaning applications $201 11.3x 7.1% Mar-12 Leading manufacturer of liquid-transportation systems and engineered products $360 6.8x 15.4% Source: Company filings, press releases PROJECT HEDWIG 11 High 15.7x 15.6% Mean 8.9x 11.3% Median 8.2x 11.9% Low 5.6x 3.2%

 


FINANCIAL ANALYSIS Discounted Cash Flow Summary ($ millions, except per share amounts) PROJECTED FREE CASH FLOWS IMPLIED VALUE Fiscal Year Ending December 31, Perpetuity Growth 2.0% 4.0% $169 111 87 3 45 (40) $241 115 134 3 45 (40) Terminal Value PV of Cash Flows(3) PV of Terminal Value(4) PV of NOLs(5) Plus: Net Cash(6) Less: Pension Liability(7) Less: Unlevered Cash Taxes Implied Equity Value $206 $257 F.D. Shares Outstanding(8) 13.143 13.192 Implied Terminal Multiple TV % of Total 5.2x 43% 7.4x 53% SENSITIVITY ANALYSIS Equity Value Equity Value per Share Implied Terminal Multiple Perpetuity Growth Perpetuity Growth Perpetuity Growth 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 14.0% 15.0% 16.0% 14.0% 15.0% 16.0% 14.0% 15.0% 16.0% Source: Hardinge Management, Hardinge public filings Note: Value as of 31-Dec-17; excludes impact of synergies. 1. Normalized capital expenditures equal to 85.0% of depreciation based on 2.25% inflation and 15-year depreciation period. 2. Calculated by multiplying 18.5% marginal tax rate by EBITP after adding back items which are not tax deductible such as non-deductible amortization; assumes 18.5% estimated tax rate based on jurisdictional review of taxes by Company management. 3. PV of cash flows assumes mid-year discounting convention. 4. PV of terminal value discounted from 31-Dec-22, assuming mid-year discounting convention. 5. Includes estimated present value of $3.5 million of NOLs ($0.26 per share), per Company management, assuming 18.0% discount rate; NOL utilization not limited. 6. Net cash as of 31-Dec-17, per Hardinge Management model. 7. Calculated as total estimated unfunded pension liability as of 31-Dec-17 (per Hardinge management); assumes 18.5% tax rate based on jurisdictional review of taxes by Company management. 8. Diluted share count in millions as of 31-Jan-18 per Company management guidance; includes basic shares outstanding, options, restricted shares, director units, and performance shares. PROJECT HEDWIG 12 WACC WACC WACC 6.0x 6.7x 7.4x 5.6x 6.1x 6.7x 5.2x 5.7x 6.2x $17.69 $18.52 $19.51 $16.61 $17.29 $18.09 $15.68 $16.24 $16.90 $233 $244 $257 $219 $228 $238 $206 $214 $222 Implied Value per Share $15.68 $19.51 2017E 2018P 2019P 2020P 2021P 2022P Terminal(1) Net Sales $318 % growth 9% EBITDAP $26 % margin 8% EBITP $17 (2) (3) $326 $327 $329 $331 $332 $332 2% 0% 0% 1% 0% --$30 $32 $34 $34 $35 $35 9% 10% 10% 10% 10% 10% $21 $22 $24 $23 $24 $31 (4) (4) (4) (4) (4) (6) Tax-Effected EBITP $14 $17 $18 $19 $19 $19 $25 Plus: Depreciation & Amortization 9 Less: Capital Expenditures (3) Less: Increase in Net Working Capital 8 Plus: Tax-effected Proceeds from Sale of Assets --10 10 10 10 11 4 (5) (5) (5) (5) (5) (5) (3) (0) 1 0 1 (1) 8 16 --15 ---- Unlevered Free Cash Flow $27 $27 $39 $25 $40 $26 $23 % growth 9% (1%) 44% (34%) 56% (34%) --Low High Cost of Capital 16.0% 14.0%

 


APPENDIX Appendix Section 1 Situation Overview Section 2 Appendix Financial Analysis PROJECT HEDWIG 13

 


APPENDIX Hardinge Analysis at Various Prices Hardinge 09-Feb-18 Close Metric Illustrative Offer Price Per Share ($ millions, except for $ per share values) Source: Company management, Hardinge filings, FactSet, public Hardinge Investor Presentations per Hardinge website PROJECT HEDWIG 5. $22.1 million LTM Adj. EBITDA per Hardinge Q3 2017 Financial Results Supplemental Slides dated 09-Nov-17. 14 Note: Share price as of 09-Feb-18. 1. Price before Privet’s 13D amendment describing interest in a transaction. 2. Diluted share count in millions as of 31-Jan-18 per management guidance; includes basic shares outstanding, options, restricted shares, director units, and performance shares. 3. Estimate as of 31-Dec-17, per Company management.. 4. Calculated as total estimated unfunded pension liability of $49mm as of 31-Dec-17 (per Company management guidance); assumes 18.5% estimated tax rate based on jurisdictional review of taxes by Company management; $8mm of unfunded pension liability ($6mm on a tax-effected basis) attributable to Swiss pension account. IMPLIED PREMIUM (DISCOUNT): Unaffected Share Price (01-Nov-17)(1)$16.50 09-Feb-18 Close $17.25 52-Week High (24-Jan-18)$19.47 52-Week Low (05-May-17) $9.97 30-Trading Day VWAP $18.20 90-Trading Day VWAP $17.16 180-Trading Day VWAP $15.56 1-Year VWAP $14.29 3-Year VWAP $12.09 5-Year VWAP $12.59 Fully Diluted Shares (mm)(2) $17.25 $17.00 $17.25 $17.50 $17.75 $18.00 $18.25 $18.50 $18.75 $19.00 4.5% --(11.4%) 73.0% (5.2%) 0.5% 10.9% 20.7% 42.6% 37.1% 13.166 3.0% 4.5% 6.1% 7.6% 9.1% 10.6% (1.4%) --1.4% 2.9% 4.3% 5.8% (12.7%) (11.4%) (10.1%) (8.8%) (7.6%) (6.3%) 70.5% 73.0% 75.5% 78.0% 80.5% 83.0% (6.6%) (5.2%) (3.8%) (2.5%) (1.1%) 0.3% (1.0%) 0.5% 2.0% 3.4% 4.9% 6.3% 9.3% 10.9% 12.5% 14.1% 15.7% 17.3% 18.9% 20.7% 22.4% 24.2% 25.9% 27.7% 40.6% 42.6% 44.7% 46.8% 48.8% 50.9% 35.1% 37.1% 39.1% 41.0% 43.0% 45.0% 13.162 13.166 13.169 13.172 13.175 13.178 12.1% 7.2% (5.0%) 85.6% 1.7% 7.8% 18.9% 29.4% 53.0% 47.0% 13.181 13.6% 15.2% 8.7% 10.1% (3.7%) (2.4%) 88.1% 90.6% 3.0% 4.4% 9.2% 10.7% 20.5% 22.1% 31.2% 32.9% 55.0% 57.1% 49.0% 51.0% 13.184 13.186 Equity Value $227 $224 $227 $230 $234 $237 $240 $244 $247 $251 Less: Cash and Cash Equivalents(3) Plus: Debt(3) (45) --(45) (45) (45) (45) (45) (45) ---- ---- ---- (45) --(45) (45) ---- Total Enterprise Value $182 $179 $182 $185 $189 $192 $196 $199 $202 $206 Plus: Unfunded Pension Liability(4) $40 $40 $40 $40 $40 $40 $40 $40 $40 $40 Total Adj. Enterprise Value with Pension Liability $222 $218 $222 $225 $228 $232 $235 $238 $242 $245 VALUATION MULTIPLES (MANAGEMENT PROJECTIONS): EV / LTM 30-Sep-17 Adj. EBITDA(5)$22.1 EV / 2017E Adj. EBITDA $23.2 EV / 2018P Adj. EBITDA $27.4 Adj. EV with Pension Liab. / LTM 30-Sep-17 Adj. EBITDAP $25.0 Adj. EV with Pension Liab. / 2017E Adj. EBITDAP $26.1 Adj. EV with Pension Liab. / 2018P Adj. EBITDAP $30.3 8.2x 7.9x 6.6x 8.9x 8.5x 7.3x 8.1x 8.2x 8.4x 8.5x 8.7x 8.8x 7.7x 7.9x 8.0x 8.2x 8.3x 8.4x 6.5x 6.6x 6.8x 6.9x 7.0x 7.1x 8.7x 8.9x 9.0x 9.1x 9.3x 9.4x 8.4x 8.5x 8.6x 8.8x 8.9x 9.0x 7.2x 7.3x 7.4x 7.5x 7.6x 7.7x 9.0x 8.6x 7.2x 9.6x 9.1x 7.9x 9.2x 9.3x 8.7x 8.9x 7.4x 7.5x 9.7x 9.8x 9.3x 9.4x 8.0x 8.1x

 


APPENDIX Industry Trading Over Time Hardinge, Hurco, and Guideline Public Companies 5-YEAR INDEXED STOCK PRICE PERFORMANCE $25.00 $23.00 $21.00 $19.00 $17.00 $15.00 $13.00 $11.00 $9.00 $7.00 $5.00 $19.78 $17.25 $15.97 $14.37 Feb-13 Feb-14 Hardinge Feb-15 Feb-16 Guideline Public Companies Feb-17 S&P Industrials Feb-18 Hurco 5-YEAR EV / LTM ADJUSTED EBITDA 16.0x 14.0x 12.0x 10.0x 8.8x 8.7x 8.5x 8.0x 6.0x 4.0x 2.0x Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Guideline Public Companies Feb-18 Hardinge Hurco Source: SEC filings, Company website, Capital IQ Note: Market data as of 09-Feb-18. No guideline public company is directly comparable to Hardinge. Key Technology Inc. market data as of 24-Jan-18 (pre-acquisition announcement). Guideline Public Companies: Allied Motion Technologies Inc. (AMOT), CECO Environmental Corp. (CECE), Commercial Vehicle Group, Inc. (CVGI), The Eastern Company (EML), Key Technology Inc. (KTEC), Park-Ohio Holdings Corp. (PKOH), Preformed Line Products Company (PLPC), Shiloh Industries, Inc. (SHLO). PROJECT HEDWIG 15 Average Hardinge Hurco GPC 1 mo. 9.9x 10.1x 9.3x 3 mo. 9.4x 10.7x 9.3x 6 mo. 9.8x 10.4x 9.1x 1 yr. 9.6x 9.1x 9.0x 3 yr. 8.5x 6.8x 8.1x 5 yr. 7.5x 7.1x 8.2x Return % Hardinge Hurco GPC S&P Industrials 6 mo. 21.4% 20.5% 11.0% 6.1% 1 yr. 73.5% 34.9% 7.0% 12.2% 3 yr. 49.7% 12.3% 3.2% 27.2% 5 yr. 52.3% 40.9% 26.8% 74.6% Offer Price: $18.50

 


APPENDIX Long Term Industry Trading Over Time Hardinge, Hurco, and Guideline Public Companies 20-YEAR INDEXED STOCK PRICE PERFORMANCE $220 $200 $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 $133.07 $63.89 $44.00 $17.25 Feb-98 Feb-00 Feb-02 Feb-04 Feb-06 Feb-08 Feb-10 Feb-12 S&P Industrials Feb-14 Feb-16 Feb-18 Hardinge Hurco Guideline Public Companies 20-YEAR EV / LTM ADJUSTED EBITDA 15.0x 12.5x 10.0x 8.8x 8.7x 8.5x 7.5x 5.0x 2.5x 0.0x Feb-98 Feb-00 Feb-02 Feb-04 Feb-06 Feb-08 Feb-10 Feb-12 Feb-14 Feb-16 Feb-18 Hardinge Hurco Guideline Public Companies Source: Capital IQ Note: Market data as of 09-Feb-18. No guideline public company is directly comparable to Hardinge. Key Technology Inc. market data as of 24-Jan-18 (pre-acquisition announcement). Guideline Public Companies: Allied Motion Technologies Inc. (AMOT), CECO Environmental Corp. (CECE), Commercial Vehicle Group, Inc. (CVGI), The Eastern Company (EML), Key Technology Inc. (KTEC), Park-Ohio Holdings Corp. (PKOH), Preformed Line Products Company (PLPC), Shiloh Industries, Inc. (SHLO). PROJECT HEDWIG 16 Hardinge 20-year Median: 7.0x Average Hardinge Hurco GPC 1 yr. 9.6x 9.1x 9.0x 3 yr. 8.5x 6.8x 8.1x 5 yr. 7.5x 7.1x 8.2x 10 yr. 8.7x 7.3x 7.7x 20 yr. 7.9x 7.4x 7.5x Return % Hardinge Hurco GPC S&P Industrials 1 yr. 73.5% 34.9% 7.0% 12.2% 3 yr. 49.7% 12.3% 3.2% 27.2% 5 yr. 52.3% 40.9% 26.8% 74.6% 10 yr. 11.1% 16.1% 24.6% 87.1% 20 yr. (23.3%) 491.4% 95.6% 184.0% Offer Price: $18.50

 


APPENDIX Pension Adjusted EV / LTM EBITDAP Over Time Hardinge, Hurco, and Guideline Public Companies 14.0x 12.0x 10.0x 9.3x 8.8x 8.7x 8.0x 6.0x 4.0x 2.0x --Feb-13 Aug-13 Feb-14 Aug-14 Feb-15 Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Hardinge Hurco Guideline Public Companies Source: SEC filings, Company website, Capital IQ Note: Figures are not adjusted for new U.S. federal tax rate. No guideline public company is directly comparable to Hardinge. Note: Market data as of 09-Feb-18. Key Technology market Inc. data as of 24-Jan-18 (pre-acquisition announcement). Guideline Public Companies: Allied Motion Technologies Inc. (AMOT), CECO Environmental Corp. (CECE), Commercial Vehicle Group, Inc. (CVGI), The Eastern Company (EML), Key Technology Inc. (KTEC), Park-Ohio Holdings Corp. (PKOH), Preformed Line Products Company (PLPC), Shiloh Industries, Inc. (SHLO). PROJECT HEDWIG 17

 


APPENDIX Illustrative Cost of Capital Analysis GUIDELINE PUBLIC COMPANY BETA ANALYSIS ILLUSTRATIVE COST OF CAPITAL ($ millions) Total Equity Barra Debt Selected Betas ȕu = 0.95 ȕu = 1.09 ȕu = 1.23 Company Barra Beta Debt(1) Value(2) Ratio Tax Rate(3) Beta(4) Levered Unlevered Cost of Debt (5) 2.83% 4.17% --7.00% 18.5% 2.83% 4.17% --7.00% 18.5% 2.83% 4.17% --7.00% 18.5% Nominal Risk Free Rate Borrowing Spread Park-Ohio Holdings Corp. Preformed Line Products Company Commercial Vehicle Group Allied Motion Technologies Inc. Hurco Shiloh Industries, Inc. The Eastern Company CECO Environmental Corp. Key Technology, Inc. 1.54 1.36 1.47 1.26 1.54 1.93 1.45 1.33 0.90 $519 35 168 63 2 183 36 122 5 $524 338 334 294 283 177 155 151 122 49.8% 9.3% 33.4% 17.5% 0.5% 50.9% 18.7% 44.7% 3.6% 22.3% 21.9% 24.3% 25.6% 21.0% 23.3% 22.2% 24.4% 22.4% 0.87 1.26 1.06 1.09 1.54 1.07 1.23 0.83 0.87 Country Risk Premium(6) Pre-tax Cost of Debt Tax Rate(7) Cost of Equity (5) 2.83% 6.94% --5.59% 0.95 25.0% 1.21 2.83% 6.94% --5.59% 1.09 25.0% 1.39 2.83% 6.94% --5.59% 1.23 25.0% 1.56 Nominal Risk Free Rate Equity Risk Premium(8) Country Risk Premium(6) Size Premium(8) Selected Unlevered Beta Optimal Debt in Capital Structure Levered Beta Mean 1.42 $126 $264 25.4% 1.09 Source: Public filings, FactSet, Bloomberg, Barra Predicted Betas 6. Geographic revenue and asset distribution in line with that of trading comp set; volatility associated with geographic exposure taken into account by peer set betas. Per Company Management, based on jurisdictional review. Based on Duff & Phelps Valuation Handbook - Guide to Cost of Capital. Cost RI HTXLW\ ULVN IUHH UDWH + ȕ [ PDUNHW ULVN SUHPLXP + VL]H SUHPLXP + FRXQWU\ ULVN premium. WACC = debt/(debt + equity) x ((1 - tax rate) x cost of debt) + equity/(debt + equity) x cost of equity. 1. 2. Total Debt at face value. Equity value as of 09-Feb-18. Key Technology equity value as of 24-Jan-18, the day prior to the announcement of Duravant LLC’s acquisition of Key Technology. Represents estimated blended federal and state tax rate; referenced from most recent 10-K. ȕ8 ȕ/ I (1 + (1 - tax rate) x Debt/Equity). Yield on 10-year U.S. Government bond as of 09-Feb-18. 7. 8. 9. 10. 3. 4. 5. PROJECT HEDWIG 18 Implied WACC(10) 14.1% 15.0% 15.9% Cost of Equity(9) 16.8% 18.0% 19.2% Selected Beta - Low 0.95 Selected Beta - High 1.23 After-Tax Cost of Debt 5.7% 5.7% 5.7%

 


APPENDIX NOL Value Analysis ASSUMPTIONS PROJECTED NOL TAX SHIELD ($ millions) Usable NOLs include: „ U.S. Federal balance of $27.0 million „ Taiwan balance of $3.6 million „ Hardinge Germany balance of $8.4 million „ Forkardt Germany balance of $9.3 million „ U.S. state balance of $22.7 million Annual usage per Company management guidance NOL utilization not limited Tax rates based on jurisdiction tax rates Discount rate of 18.0%(1) z 2018P 2019P 2020P 2021P 2022P 2023P-2039P Beginning Balance (Used) $27.0 --$27.0 (1.0) $26.0 (2.0) $24.0 (2.0) $22.0 (2.0) $20.0 (20.0) Ending Balance Net Cash Savings from U.S. Federal NOLs at 21% Tax Rate $27.0 --$26.0 $0.2 $24.0 $0.4 $22.0 $0.4 $20.0 $0.4 --$4.2 Taiwan NOLs Beginning Balance (Used) $3.6 (0.7) $2.9 (0.7) $2.2 (0.7) $1.4 (0.7) $0.7 (0.7) ---- Ending Balance Net Cash Savings from Taiwan NOLs at 17% Tax Rate $2.9 $0.1 $2.2 $0.1 $1.4 $0.1 $0.7 $0.1 --$0.1 ---- Hardinge Germany NOLs Beginning Balance (Used) $8.4 --$8.4 --$8.4 (0.4) $8.0 (0.4) $7.5 (0.4) $7.1 (7.1) z Ending Balance Net Cash Savings from Hardinge Germany NOLs at 31% Tax Rate $8.4 --$8.4 --$8.0 $0.1 $7.5 $0.1 $7.1 $0.1 --$2.2 z z Forkardt Germany NOLs Beginning Balance (Used) $9.3 --$9.3 --$9.3 (0.5) $8.8 (0.5) $8.3 (0.5) $7.9 (7.9) z Ending Balance Net Cash Savings from Forkardt Germany NOLs at 30% Tax Rate $9.3 --$9.3 --$8.8 $0.1 $8.3 $0.1 $7.9 $0.1 --$2.4 Beginning Balance (Used) $22.7 --$22.7 (0.8) $21.9 (1.7) $20.2 (1.7) $18.5 (1.7) $16.8 (16.8) Ending Balance Net Cash Savings from U.S. State NOLs at 6% Tax Rate $22.7 --$21.9 $0.1 $20.2 $0.1 $18.5 $0.1 $16.8 $0.1 --$1.0 Total Net Cash Savings $0.1 $0.4 $0.9 $0.9 $0.9 $9.8 Present Value of NOLs $0.1 $0.3 $0.6 $0.5 $0.4 $1.6 Source: Hardinge management 1. Illustrative cost of equity. 2. Diluted share count in millions as of 31-Jan-18, per Company management guidance; includes basic shares outstanding, vested options, restricted shares, and performance shares. PROJECT HEDWIG 19 Present Value of NOL $3.5 Fully Diluted Shares(2)13.166 NOL Value / Share $0.26 U.S. State NOLs U.S. Federal NOLs