Luiz Cassiano Rando Rosolen Indústrias Romi S.A. Avenida Pérola Byington, 56 Santa Bárbara dOeste 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 |
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 |
Item 12. Exhibits. | ||||||||
EX-99.A.23 |
(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.* | |
(a)(23) |
Press Release issued by Parent on May 27, 2010. | |
(b)
|
None. | |
(d)
|
None. | |
(g)
|
None. | |
(h)
|
None. |
* | Previously filed. |
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 | ||
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.* | |
(a)(23) |
Press Release issued by Parent on May 27, 2010. | |
(b)
|
None. | |
(d)
|
None. | |
(g)
|
None. | |
(h)
|
None. |
* | Previously filed. |