Hardinge Inc. (NASDAQ:HDNG), (“Hardinge” or the
“Company”) a leading international provider of advanced
metal-cutting solutions and accessories, today announced that
Hardinge shareholders voted at a special meeting of shareholders
held today to adopt the Agreement and Plan of Merger, dated as of
February 12, 2018 (the “Merger Agreement”), by and among the
Company, Hardinge Holdings, LLC, a Delaware limited liability
company (“Parent”), and Hardinge Merger Sub, Inc., a New York
corporation and a direct wholly owned subsidiary of Parent
(“Acquisition Sub”), pursuant to which Acquisition Sub will merge
with and into the Company (the “Merger”), with the Company
surviving the Merger as a wholly owned subsidiary of Parent. Parent
and Acquisition Sub are beneficially owned by affiliates of Privet
Fund Management LLC and Privet Fund LP (collectively,
“Privet”).
Based on a tabulation of the stockholder vote,
approximately 98.91% of all votes cast, which represents
approximately 78.36% of all outstanding shares on April 16, 2018,
the record date for the special meeting, were voted in favor of the
merger. Hardinge shareholders also approved the proposal to
approve, on an advisory (non-binding) basis, certain compensation
that may be paid or become payable to the Company’s named executive
officers in connection with the merger.
Under the terms of the Merger Agreement,
Hardinge shareholders (other than Privet Fund LP) will receive
$18.50 per share in cash at the closing of the merger. The merger
is expected to be completed on or about May 25, 2018, subject to
customary closing conditions. Shares of Hardinge common stock will
be delisted from the NASDAQ upon completion of the merger.
About Privet Fund Management LLC
Privet Fund Management LLC is a private
investment firm focused on investing in and partnering with small
capitalization companies. The firm has flexible, long-term capital
with the ability to effectuate investments across all levels of the
capital structure, including going-private transactions. Privet was
founded in 2007 and is based in Atlanta, GA.
About Hardinge
Hardinge is a leading global designer and
manufacturer of high precision, computer-controlled machine tool
solutions developed for critical, hard-to-machine metal parts and
of technologically advanced workholding accessories. The Company’s
strategy is to leverage its global brand strength to further
penetrate global market opportunities where customers will benefit
from the technologically advanced, high quality, reliable products
Hardinge produces. With approximately two-thirds of its sales
outside of North America, Hardinge serves the worldwide metal
working market. Hardinge’s machine tool and accessory solutions can
also be found in a broad base of industries to include aerospace,
agricultural, automotive, construction, consumer products, defense,
energy, medical, technology and transportation.
Hardinge applies its engineering design and
manufacturing expertise in high performance machining centers,
high-end cylindrical and jig grinding machines, SUPER-PRECISION®
and precision CNC lathes and technologically advanced workholding
accessories. Hardinge has manufacturing operations in China,
France, Germany, India, Switzerland, Taiwan, the United Kingdom and
the United States.
The Company regularly posts information on its
website: www.hardinge.com
Forward Looking Statements
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 management's
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.
The Company's actual results or outcomes and the timing of certain
events may differ significantly from those discussed in any
forward-looking statements.
Certain factors could cause actual results to
differ from those anticipated in the forward-looking statements in
this release, including the possibility that the proposed
transaction with Privet is delayed or does not close, including due
to litigation in respect of the Merger, the taking of governmental
action (including the passage of legislation) to block the
transaction, the failure of Privet to obtain the equity and debt
financing or other funds required to finance the transaction, or
the failure of other closing conditions, disruptions of our
business as a result of the announcement and pursuit of the Merger,
the possibility that the expected financial impacts will not be
realized, or will not be realized within the expected time period,
including as a result of fluctuations in the machine tool business,
the cyclical nature of our markets, changes in general economic
conditions in the U.S. or internationally, the mix of products sold
and the profit margins thereon, the relative success of our entry
into new product and geographic markets, our ability to manage our
operating costs and announced cost reduction initiatives, product
liability claims, work stoppages or other labor issues, our ability
to execute on our previously announced real estate sale and other
restructuring activities, actions taken by customers such as order
cancellations or reduced bookings by customers or distributors,
competitors’ actions such as price discounting or new product
introductions, governmental regulations and environmental matters,
loss of key management or other personnel, failure of operating
equipment or information technology infrastructure, changes in the
availability and cost of materials and supplies, the implementation
of new technologies and currency fluctuations, and other risks and
factors described in our quarterly reports on Form 10-Q and annual
reports on Form 10-K and in our other filings with the Securities
and Exchange Commission or in materials incorporated therein by
reference.
The Company undertakes no obligation to
publicly update any forward-looking statement, whether as a result
of new information, future events, or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180522006293/en/
For more
information:Company:Douglas J. Malone,
607-378-4140Senior Vice President and Chief Financial
OfficerorInvestor Relations:Kei Advisors LLCDeborah K.
Pawlowski, 716-843-3908dpawlowski@keiadvisors.com
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