Metalworking Insiders' Report

Brazilian machine-tool producer Industrias Romi S.A. did manage to attract about 5.7-million shares—some 49.3% of all outstanding shares—of Hardinge Inc. with its $10-per-share bid.

But in the end that fell short of the two-thirds it had said it wanted to take over the U.S. builder. The morning after its second extended deadline on July 14, Romi announced the expiration of its tender offer.

Hardinge chairman Kyle Seymour said his board was pleased to be able “to move past the distraction” of Romi’s takeover bid and keep focus on “building value for our shareholders.”

In Nasdaq trading, shares of Hardinge fell around $1 to $8 on word of Romi’s withdrawal. In a series of moves that started last year, Romi originally bid $8 per share. From the start, Hardinge fought off the takeover, and Romi went directly to courting stockholders of Hardinge, which had 11.6-million shares of common stock outstanding at the end of March. Hardinge consistently told its shareholders the Romi bid was too low.

On May 10, Romi upped its proposed price to $10, and Hardinge again told its shareholders it was in their best interest to hold off. Romi then extended its deadline to June 18 for stockholders to accept its bid and said it would let the $116-million offer expire if a “significant” increase in support didn’t materialize. On that date some 48% of Hardinge stock had been tendered, up from 38% at the end of the previous offer period but still considerably short of the 66.6% it needs to complete the takeover. So Romi extended the deadline again, this time to mid-July, a move that apparently failed to attract significantly more shareholders.

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