Hardinge Stockholders Approve Merger with Atlanta-based Privet

Staff Report From Metro Atlanta CEO

Wednesday, May 23rd, 2018

Hardinge Inc., a leading international provider of advanced metal-cutting solutions and accessories, 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.