Romi Hostile Takeover Move On Hardinge Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
______________________________
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
______________________________
HARDINGE INC.
(Name of Subject Company)
______________________________
HELEN ACQUISITION CORP.

(Offeror)
INDÚSTRIAS ROMI S.A.

(Parent of Offeror)
(Names of Filing Persons)
Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)
412324303
(CUSIP Number of Class of Securities)
______________
Luiz Cassiano Rando Rosolen
Helen Acquisition Corp.
Avenida Pérola Byington, 56
Santa Bárbara d’Oeste – SP – Brazil
CEP 13453-900
+55-19-3455-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
______________
Copy to:
Luiz Cassiano Rando Rosolen Michael J. McGuinness, Esq.
Indústrias Romi S.A. Shearman & Sterling LLP
Avenida Pérola Byington, 56 599 Lexington Avenue
Santa Bárbara d’Oeste – SP – Brazil New York, New York 10022
CEP 13453-900 +1-212-848-4000
+55-19-3455-9000
CALCULATION OF FILING FEE

Transaction Valuation* Amount of Filing Fee**
$93,504,232 $6,666.85
* Estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated by
multiplying (a) $8.00, 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
February 28, 2010 (according to the Annual Report on Form 10-K for the period ended December 31, 2009 filed by
Hardinge Inc.), and (ii) the 77,240 shares of Common Stock subject to outstanding options and stock units as of
C:\Documents and Settings\jug\Desktop\Project_Seven_-_Schedule_TO-T_Amendment_No__1.DOC

December 31, 2009 (according to the Annual Report on Form 10-K for the period ended December 31, 2009 filed by
Hardinge Inc.)).
** Calculated by multiplying the transaction valuation by 0.00007130.
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
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:
third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.
going-private transaction subject to Rule 13e-3.
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:

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on
Schedule TO filed on March 30, 2010 (as so amended, the “Schedule TO”) by Indústrias Romi S.A., a stock
corporation organized under the laws of Brazil (“Parent”), and Helen Acquisition Corp., a New York corporation
(“Purchaser”) and a wholly owned subsidiary of Parent. The Schedule TO relates to the offer by Purchaser to
purchase all the issued and outstanding shares of common stock, par value $0.01 per share (the “Common Stock”),
of Hardinge Inc., a New York corporation (the “Company”), and the associated Series B Preferred Stock purchase
rights (the “Rights,” and together with the Common Stock, the “Shares”) issued pursuant to the Rights Agreement,
dated as of February 18, 2010, between the Company and Computershare Trust Company, N.A., as Rights Agent,
for $8.00 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated March 30, 2010 (the “Offer to
Purchase”). Except as specifically provided herein, this Amendment does not modify any of the information
previously reported on the Schedule TO.
Items 1 and 4. Summary Term Sheet and Terms of the Transaction.
Items 1 and 4 of the Schedule TO are hereby amended and supplemented as follows:
Each reference to “sole discretion” is replaced with a reference to “reasonable discretion” in the
following places: (a) in the first paragraph of the cover page of the Offer to Purchase; (b) under “What are the Most
Significant Conditions of the Offer?” in the “Summary Term Sheet” in the Offer to Purchase; (c) in the fourth and
fifth paragraphs of the “Introduction” to the Offer to Purchase; (d) in the second paragraph of Section 1 of the Offer
to Purchase entitled “Terms of the Offer; Expiration Date”; (e) the penultimate paragraph of Section 14 of the Offer
to Purchase entitled “Certain Conditions of the Offer”; (f) the Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(4) to the Schedule TO; and (g) the Form of Letter
to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit
(a)(5) to the Schedule TO.
Each reference to “judgment” is replaced with a reference to “reasonable judgment” in Section 14

of the Offer to Purchase entitled “Certain Conditions of the Offer.”
The first paragraph of Section 5 of the Offer to Purchase is deleted in its entirety.
The first paragraph under “Important Tax Information” in the Form of Letter of Transmittal, filed
as Exhibit (a)(2) to the Schedule TO, is deleted in its entirety.
Item 3. Identity and Background of Filing Person.
Item 3 of the Schedule TO is hereby amended and supplemented as follows:
The second paragraph of Section 8 of the Offer to Purchase is hereby amended by replacing such
paragraph in its entirety with the following:
Pursuant to subscriptions made by Parent for the common stock of Purchaser on April 6, 2010,
April 7, 2010 and April 8, 2010, Parent capitalized Purchaser with US$92,027,421.54. Until immediately prior to
the time that Purchaser will purchase Shares pursuant to the Offer, it is not anticipated that Purchaser will have any
significant liabilities or engage in activities other than those incidental to its formation and capitalization and the
transactions contemplated by the Offer and the Merger.
Section 1 of Schedule I of the Offer to Purchase entitled “Members of the Board of Directors and
Board of Executive Officers of Parent” is hereby amended and supplemented by adding the following entry at the
end thereof:
“Fábio José Azevedo Degan Member of the Board of Executive Officers, since April 2010; Executive
Officer of Castings and Machining Business Unit of Parent, since April 2010;
Director of Operations of TRW Automotive Ltda., a producer of safety

products and services for the automotive industry, from April 2007 to March
2010 (Via Anhanguera km 147, 13486-915 – Limerira – SP, Brazil); Plant
Director of TRW Automotive Ltda., from February 2006 to April 2007;
Manufacturing Engineer of TRW Automotive Ltda., from February 2005 to
February 2006.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and restated as follows:
(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)(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.
(b) None.
(d) None.
(g) None.
(h) None.
∗ Previously filed.

After due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: April [13], 2010
HELEN ACQUISITION CORP.
By:
Name: Livaldo Aguiar dos Santos
Title: President
By:
Name: Luiz Cassiano Rando Rosolen
Title: Vice President
INDÚSTRIAS ROMI S.A.
By:
Name: Livaldo Aguiar dos Santos
Title: Chief Executive Officer and
President
By:
Name: Luiz Cassiano Rando Rosolen
Title: Controller and Investor Relations
Officer

EXHIBIT INDEX
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)(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.
(b) None.
(d) None.
(g) None.
(h) None.
∗ Previously filed.

Exhibit (a)(13)
For Immediate Release
Indústrias Romi S.A.

Avenida Pérola Byington, 56
13453-900 Santa Bárbara d'Oeste-SP - BRASIL
Telefone: 55 (19) 3455-9000 – Fax: 55 (19) 3455-2499
ROMI FILES INVESTOR PRESENTATION REGARDING OFFER TO ACQUIRE HARDINGE
Reiterates Benefits of Romi’s All-Cash Offer in Comparison to Hardinge’s Stand-Alone Prospects
SANTA BARBARA D'OESTE, Brazil, April 13, 2010 – Indústrias Romi S.A. (Bovespa: ROMI3)
(“Romi”), a leading global manufacturer of machine tools, today announced that it has filed an investor
presentation with the Securities and Exchange Commission (the "SEC") in connection with its fully
funded cash tender offer to acquire all of the outstanding shares of Hardinge Inc. (NASDAQ: HDNG)
(“Hardinge”) for $8.00 per share, as announced on March 30, 2010. The offer and withdrawal rights are
scheduled to expire at 12:00 midnight, New York City time, on May 10, 2010, unless extended or
terminated. Livaldo Aguiar dos Santos, Chief Executive Officer of Romi, and Luiz Cassiano Rosolen,
Controller and Investor Relations Officer, will be meeting with Hardinge investors this week to discuss
the benefits of Romi’s offer in comparison to Hardinge’s stand-alone prospects.
“We look forward to meeting with many of the largest shareholders of Hardinge to discuss our
compelling all-cash offer,” said Mr. dos Santos. “Our objective is to help investors better understand the
fundamentals of our industry and why our offer is far superior to the historic underperformance of
Hardinge relative to its peers. We continue to believe that this transaction represents a superior valuation
relative to Hardinge’s stand-alone prospects and it remains our strong preference to begin due diligence
immediately and reach a mutually agreeable transaction with the Hardinge Board of Directors.”
Highlights of the presentation include Romi management’s view:
• That Romi’s $8.00 per share offer, which was made on the basis of publicly available
information, offers superior value and immediate liquidity for Hardinge shareholders.
– Romi’s offer represents an attractive public market premium relative to comparable

small-cap public transactions1:
• 37% one-day average premium (vs. Romi’s offer of a 46% premium to
Hardinge’s close on February 3, 2010)
• 42% four-week average premium (vs. Romi’s offer of a 63% premium to
Hardinge’s close on December 14, 2009)
– Romi’s offer is compelling relative to the valuation levels in recent acquisitions by

Hardinge
1
Includes all industrial sector transactions under $300mm announced from January 1st, 2000 to current on U.S. public targets.
Source: The Mergermarket Group.

– Romi’s offer is supported by an analysis applied to Hardinge based on key assumptions
of year-over-year annual revenue growth consistent with the industry outlook toward
cyclical recovery; gross margins adjusted for the impact of the U.S. distribution contracts
previously announced by Hardinge; and SG&A, capital expenditure and working capital
levels consistent with recent corporate initiatives
• That it is highly doubtful that Hardinge will deliver equivalent or superior value to the
Romi offer within a reasonable timeframe.
– The machine tools industry is experiencing fundamental, lasting change and demand
conditions are unlikely to return to levels experienced in the past five years in a near- or
mid-term timeframe.
• Uncertain recovery in orders and demand relative to historical cycles
• Impact of potential “sideways” global economic recovery
• Weak capital spending environment in core developed markets
• Lower expected government expenditures for capital projects
– This uncertainty in timing and magnitude of recovery is likely to expose Hardinge’s

growing gap in operating performance relative to its peers.
• Hardinge consistently lagged behind peers on revenue and order growth trends
during the 2004 to 2007 industry expansion
• Hardinge’s shift to a variable business model reduces operating leverage and
removes significant upside potential during a future recovery
• Hardinge has a flexible cost structure, but a weakened competitive position as a
stand-alone entity
• Hardinge’s operating scale going forward could be insufficient to support its
recovery and allow it to compete in a consolidated industry environment
“We appreciate the opportunity to meet with Hardinge’s shareholders,” concluded Mr. dos Santos. “We
encourage them to urge their Board and management to allow us to conduct due diligence and sit down
with us as soon as possible to discuss a mutually agreeable transaction.”
The investor presentation is available on the Romi web site (www.romi.com) and at the SEC's web site
(www.sec.gov) or by directing a request to Innisfree M&A Incorporated, the Information Agent for the
offer, toll-free at 888-750-5834.
HSBC Securities (USA) Inc. is acting as financial advisor and Shearman & Sterling LLP is acting as legal
advisor to Romi on the proposed transaction.
About Romi
Indústrias Romi S.A. (Bovespa: ROMI3), founded in 1930, is the market leader in the Brazilian
machinery and equipment industry. The company is listed in the “Novo Mercado” category, which is
reserved for companies with the highest degree of corporate governance on the Bovespa. The company
manufactures machine tools, mainly lathes and machining centers, plastic injection and blow molding
machines for thermoplastics and parts made of grey, nodular or vermicular cast iron, which are supplied
rough or machined. The company’s products and services are sold globally and used by a variety of
industries, such as the automotive, general consumer goods and industrial and agricultural machinery and
equipment industries.

Important Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities of
Hardinge. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender
offer statement (including the offer to purchase, the letter of transmittal and other offer documents) which
was filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2010 and is
accessible for free at the Commission’s website at http://www.sec.gov. Such documents may also be
obtained by investors and security holders for free by calling Innisfree M&A Incorporated, the
Information Agent for the offer, toll-free at 888-750-5834. Investors and security holders are urged to
read such disclosure documents carefully and in their entirety because they will contain important
information.
Romi is not currently engaged in a solicitation of proxies from the shareholders of Hardinge. However, in
connection with Romi’s offer to acquire Hardinge, certain directors and officers of Romi may participate
in meetings or discussions with Hardinge shareholders. Romi does not believe that any of these persons is
a “participant” in the solicitation of proxies under SEC rules. If in the future Romi does engage in a
solicitation of proxies from the shareholders of Hardinge in connection with its offer to acquire Hardinge,
Romi will include the identity of people who, under SEC rules, may be considered “participants” in the
solicitation of proxies from Hardinge’s shareholders in applicable SEC filings when they become
available.
Forward-Looking Statements
Any statements made in this press release that are not statements of historical fact, including statements
about our beliefs and expectations, including the proposed acquisition of Hardinge, are forward-looking
statements within the meaning of the U.S. federal securities laws and should be evaluated as such.
Forward-looking statements include statements that may relate to our plans, objectives, strategies, goals,
future events, future revenues or performance, and other information that is not historical information.
These forward-looking statements may be identified by words such as “anticipate,” “expect,” “suggest,”
“plan,” “believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,” “would,”
“continue,” “forecast,” and other similar expressions.
Although we believe that these forward-looking statements and projections are based on reasonable
assumptions at the time they are made, you should be aware that many factors could cause actual results
or events to differ materially from those expressed in the forward-looking statements and projections.
Factors that may materially affect such forward-looking statements include: our ability to successfully
complete any proposed transaction or realize the anticipated benefits of a transaction; delays in obtaining
any approvals for the transaction, or an inability to obtain them on the terms proposed or on the
anticipated schedule. Forward-looking statements, like all statements in this press release, speak only as
of the date of this press release (unless another date is indicated). Unless required by law, we do not
undertake any obligation to publicly update any forward-looking statements, whether as a result of new
information, future events, or otherwise.
Media Contact
Joele Frank, Wilkinson Brimmer Katcher
Steve Frankel / Tim Lynch: (212) 355-4449
Investor Contact
Innisfree M&A Incorporated
Alan Miller / Jennifer Shotwell / Scott Winter: (212) 750-5833
###

Discussion Materials
Offer to Acquire All of the Outstanding Shares of Hardinge Inc.
April 2010
Legal Disclaimer
A TRADITION OF INNOVATION
Important Information
This presentation has been provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell
securities of Hardinge. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including
the offer to purchase, the letter of transmittal and other offer documents) which was filed with the Securities and Exchange Commission (the
“Commission”) on March 30, 2010 and is accessible for free at the Commission’s website at http://www.sec.gov. Such documents may also be
obtained by investors and security holders for free by calling Innisfree M&A Incorporated, the Information Agent for the offer, toll-free at 888-
750-5834. Investors and security holders are urged to read such disclosure documents carefully and in their entirety because they contain
important information.
Romi is not currently engaged in a solicitation of proxies from the shareholders of Hardinge. However, in connection with Romi’s proposal to
acquire Hardinge, certain directors and officers of Romi may participate in meetings or discussions with Hardinge shareholders. Romi does not
believe that any of these persons is a “participant” in the solicitation of proxies under SEC rules. If in the future Romi does engage in a
solicitation of proxies from the shareholders of Hardinge in connection with its proposal to acquire Hardinge, Romi will include the identity of
people who, under SEC rules, may be considered “participants” in the solicitation of proxies from Hardinge shareholders in applicable SEC
filings when they become available.
Forward-Looking Statements
Any statements made in this presentation that are not statements of historical fact, including statements about our beliefs and expectations,
including the proposed acquisition of Hardinge, are forward-looking statements within the meaning of the U.S. federal securities laws and
should be evaluated as such. Forward-looking statements include statements that may relate to our plans, objectives, strategies, goals, future
events, future revenues or performance, and other information that is not historical information. These forward-looking statements may be
identified by words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,”
“will,” “would,” “continue,” “forecast,” and other similar expressions.
Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made,
you should be aware that many factors could cause actual results or events to differ materially from those expressed in the forward-looking
statements and projections. Factors that may materially affect such forward-looking statements include: our ability to successfully complete
any proposed transaction or realize the anticipated benefits of a transaction; delays in obtaining any approvals for the transaction, or an inability
to obtain them on the terms proposed or on the anticipated schedule. Forward-looking statements, like all statements in this presentation,
speak only as of the date of this presentation (unless another date is indicated). Unless required by law, we do not undertake any obligation to
publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
2
Summary Tender Offer Terms
Price Per Share • $8.00 all cash consideration(1)
Implied • $93 million equity value

Transaction Size(2)
• $76 million enterprise value
Offer Premium(3) • 46% premium to closing share price on February 3, 2010 (date prior to initial public
announcement of offer)
• 63% premium to closing share price on December 14, 2009 (initial indication of interest)
Financing • Not subject to any financing condition

• Funded entirely from internal resources
Key Closing • Two-thirds minimum condition

Conditions
• Waiver of takeover defenses, including Hardinge’s “poison pill” adopted following Romi’s
public announcement of its offer to Hardinge’s Board
• Other customary closing conditions, including regulatory approvals and the absence of any
material adverse change in Hardinge’s business, as described in the Offer to Purchase
Notes: (1) The tender offer has been made for all outstanding shares of Hardinge common stock including the associated Series B Preferred Stock Purchase Rights.
(2) Based on approximately 11.6mm shares outstanding as of March 31, 2010 sourced from Hardinge’s 14D-9 filed April 5, 2010 and approximately $16.6mm in net cash as per Hardinge
Inc. 2009 10K adjusted for $3mm acquisition of Jones & Shipman.
(3) Share price data sourced from Bloomberg L.P. 3
Sources: Hardinge Inc. public filings, Bloomberg L.P.
Indústrias Romi at a Glance
Overview Brazilian Market Leader
2009 Revenue Segmentation

• A leading Brazilian machine tool producer
9.4%
• 11 production facilities in Brazil and Europe as
well as a presence in more than 60 countries
• Established in 1930 in Santa Bárbara d’Oeste, the 25.2%
Company has been publicly listed since 1972 65.4%
• Romi joined the “Novo Mercado” in 2007, adopting
the Bovespa’s highest standards of corporate
governance
Machine Tools
• More than 149,000(1) Romi machines sold to Plastic Machines
customers across a number of industry end- Casting Products
markets and geographies
Summary Financial Overview
• Unique integrated business model with a full
range of foundry and casting production, final (US$mm, Except Where Noted)
assembly facilities, direct sales force and after- Indústrias Romi Listing Exchange BOVESPA
market support Market Capitalization (as of 04/09/2010) $530.9
• Sales and service network in Brazil consists of Total Debt $133.0
more than 30 direct sales and service points, Total Cash (129.1)
including branches in all main industrial areas Net Debt $3.9
throughout 12 Brazilian states Minority Interest 1.1
Enterprise Value $535.9
Net Debt / LTM EBITDA 0.2x
Note: (1) Romi management estimate.
Sources: Romi public filings, investor presentations, management estimates, OANDA Corporation and FactSet Research Systems Inc.
4
Transaction Highlights
• Superior value and immediate liquidity for Hardinge shareholders

– Immediate cash proceeds for existing Hardinge shareholders
– Attractive premium to pre-announcement share price levels
– Romi offer is underpinning Hardinge’s current share price levels
• $8.00 per share offer made on the basis of publicly available information
– Strong preference to reach a mutually agreeable transaction with Hardinge’s Board
of Directors
– Prepared to begin due diligence process immediately
• Highly doubtful that Hardinge can deliver equivalent or superior value as a standalone
entity within a reasonable timeframe
– Uncertain recovery in orders and demand relative to historical cycles
– Reduction of operating leverage leverage and removal of upside potential from a
future recovery due to shift to variable business model
5
Situation Update
Hardinge’s Weak Position in Uncertain Environment
Macro Industry Outlook Hardinge’

Hardinge’s Operating Performance
• Uncertain recovery in orders and demand • Lower gross margins from recently
relative to historical cycles. 2010 order book announced distribution agreements
pricing is expected to remain weak
• Flexible cost structure but weakened
• Impact of “sideways” global economic competitive position as a stand-alone entity
recovery
• Insufficient operating scale going forward to
• Weak capital spending environment in core support recovery and compete in a
developed markets consolidated industry environment
• Lower expected government expenditures for • Uncertain access to capital to support
capital projects Hardinge’s next phase of cyclical recovery
and strategic growth
• Fundamental change in industry dynamics
Uncertainty in timing and magnitude of recovery likely to expose Hardinge’s

growing gap in operating performance relative to its peers
Sources: Deutsche Bank AG equity research report issued on March 22, 2010, Economist Intelligence Unit on April 9, 2010 and HSBC Global Research equity report issued on March 1, 2010.
6
Attractive $8.00 per Share Offer Price
Attractive Public Market Premium Compelling Relative to Hardinge Acquisitions
• Exceeds average of “small cap” transactions (1) • Valuation levels greater than those implied from
Hardinge’s own recent transactions
Market
Romi Offer Premia Date EV/ Revenue
1-Day 46% 37% Jones and Shipman 2010 0.33x
Mid-December 2009 63% 42% Bridgeport International 2004 0.38x

(Offer)/ 4-Week (Market)
• Implied value of $7.40 - $7.80 per share (2)
Premium Given Market Outlook and Comparable Offer Supported by Analysis of Company as a
Company Performance Going Concern
• Superior to the last 1-year share price target ($3.50, • Year-over-year annual revenue growth consistent
Jefferies & Co., February 2009), which was developed with outlook towards cyclical recovery
using a significantly higher forecast for 2009 • Gross margins adjusted for the impact of recently
($ in Millions) 2009 Actual 2009 Report Estimate announced U.S. distribution contracts
Revenue $214.1 $272.2
• SG&A expenses, capital spending and working
Gross Profit $40.8 $81.1 capital consistent with historical performance and
EBITDA ($19.5) $9.1 recent corporate initiatives
• Comparable industry peers have increased 62%(3), on • Valuation broadly developed taking into account the
average, in the period between the last research industry outlook, impact of corporate initiatives and
report and the date prior to initial public major items including pension liabilities
announcement of offer
Notes: (1) Includes all industrial sector transactions with public U.S. targets under $300mm of transaction value, announced since January 1, 2000. Data sourced from Mergermarket Limited.
(2) Implied valuation is based on transaction multiples and Hardinge 2009 and 2010E revenues. 2010E revenue is based on 1H 2010 revenue guidance from Hardinge’s investor presentation filed on
April 6, 2010, adjusted for 2009 quarterly revenue seasonality.
(3) Equity market peer group used includes Lincoln Electric Inc., Kennametal Inc., Rofin-Sinar Technology Inc., Flow International Corp. and Hurco Cos. Average price increase from February 20, 7
2009 to February 3, 2010.
Sources: The Mergermarket Group, Thompson Reuters, FactSet Research Systems Inc., Hardinge Inc. public filings and press releases.
Hardinge’s Long-Term Prospects
Fundamental Industry Change, Uncertain Recovery
Uncertain Timing and Magnitude of Recovery
• Despite market strength in the 3 years leading up to 2008, a reversion back to historical averages may
result in an environment of lower demand in the coming years
World Machine Tool Consumption ($bn)
$76
$ 80 Average 1985 – 2003: $33bn $67
$58
60 $53 $50
$42 $45
40 $35 $39 $39
$31 $35 $36 $35 $35 $34 $35 $35 $31 $36
$26 $28 $26 $26
$20
20
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
Has the Industry Changed Forever?
• Expectations for the next recovery are muted relative to recent historical cycles
World Machine Tool Consumption (Y-O-Y% Growth)
“The period of growth through the years of 2005 through the first half
40%
of 2008 resulted in machine tool demand higher than at any time in
22.0%
16.0% history… Those days are over and frankly with the amount of
20% 10.0% 9.0% under utilized capacity in manufacturing companies around the
5.0%
world and a number of new and used machines sitting in
0%
warehouses ready to be sold at hugely discounted prices, I don’t
(6.5%) think we’ll see that type of market again for many years if ever.”
(20%)
(emphasis added)
(40%) (31.0%) - Richard L. Simons, President and Chief Executive

2005 2006 2007 2008 2009 2010E 2011E Officer of Hardinge, Inc., August 6, 2009
Sources: Metalworking Insiders’ World Machine Tool Output & Consumption Surveys 1985-2009, VDW (German Machine Tool Builders' Association), Oxford Economics Ltd. and Hardinge Inc. earnings release
conference call transcript provided by Factset CallStreet, LLC.
8
Historical Revenue Underperformance
• Hardinge’s competitive position and track record have consistently led to a weaker
organic growth profile in comparison to its industry peers
• Recent declining revenue trends are exacerbated in a comparison of relative
performance during expansionary periods of rising industry demand and growth
• Based on a review of financial data complied since 1990, Hardinge has not achieved
two consecutive years of 20%+ organic revenue growth
Underperformance Versus Comparable Industry Peers (Year-
(Year-Over-
Over-Year Growth)
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Hardinge Revenue(1) 5.4% 11.9% 5.3% (31.2%) 6.2% 10.6% (19.3%) 9.6% 25.3% 12.0% 12.7% 9.1% (3.2%) (38.0%)
Industry Peer
19.9% 4.9% (1.8%) (0.3%) 6.7% (6.8%) (18.8%) 2.0% 27.1% 25.6% 18.3% 17.4% (5.0%) (43.9%)
Revenue(2)
Machine Tool
1.8% (3.4%) 0.2% (1.7%) 3.5% (0.6%) (13.1%) 16.7% 24.9% 19.1% 9.0% 15.7% 13.5% (34.1%)
Consumption
Consistent lag behind peers on revenue and order growth trends during
economic recovery
Notes: (1) Revenue growth is adjusted in 1996 for the L. Kellenberger & Co. AG acquisition (c.$30mm revenue) and in 2005 for the Bridgeport acquisition (c.$30mm revenue).
(2) Industry peers include Hurco Companies, Inc., Flow International Corp. and Okuma Corp. All results calendarized to a December year end. Okuma’s 2009 revenue is based on consensus
research estimates. 9
Sources: Hardinge, Inc., Hurco Companies, Inc., Flow International Corp. and Okuma Corp. public filings, and FactSet Research Systems Inc. Metalworking Insiders’ World Machine Tool Output &
Consumption Surveys 1996-2009.
Management Actions Likely to Further Erode Margins
Hardinge has Suffered Gross Margin Deterioration in Both Strong and Challenging Environments…
Environments…
Hardinge Gross Margin Industry Peers' Average Gross Margin (1)
40% 38.0%
35.6% 35.6%
35% 32.5%
30.0% 30.7% 30.1%
29.5% 29.0%
30% 26.7%
31.1%
28.7%
25%
25.7% 19.1%
20%
15%
2003 2004 2005 2006 2007 2008 2009
…Potential Impact From New Flexible Cost Initiatives

2009 Hardinge Sales to Customers by Geographic Region
Asia & Other • December 2009 announced distribution
29% agreement creates cost flexibility but
United States lowers Hardinge’s gross margin and
30% cash flow generation potential
• Shift to a variable business model

reduces operating leverage and
removes significant upside potential
Europe during a future recovery
41%
Note: (1) Industry peers include Hurco Companies, Inc., Flow International Corp. and Okuma Corp. All results calendarized to December year end. Okuma’s 2009 Gross Margin is based on LTM 2009.
Sources: Hardinge, Inc., Hurco Companies, Inc., Flow International Corp. and Okuma Corp. public filings, and FactSet Research Systems Inc.
10
Risks to Hardinge’s Liquidity Position
• Hardinge’s decline in EBITDA performance in recent quarters

challenges management’s ability to achieve a successful “[On the gross margin issue]… I
operational turnaround would say for the next quarter or so
given current volume levels and
• Despite recent cost and restructuring initiatives, current market current pricing power in the
conditions may further threaten Hardinge’s future liquidity position marketplace, ...Right in the 20 to
22% range.”
• As management focuses on future growth plans, Hardinge may - Edward J. Gaio, VP and CFO of
struggle to meet the working capital requirements of improving Hardinge, Inc., February 18, 2010
orders and revenue performance through the cycle
… Threatened by Weak EBITDA(2) Cash Flow Impact from Hardinge

Recent Cash Position(1)…
Performance Public Management Estimates
($mm) ($mm) ($ in Millions)
$ 30 $0
$25.4
Q1 2010 Estimated Revenue(3) $42
$21.6 ($1.7) (4)
($2.6) ($2.8) Estimated Gross Margin 22%
20 $16.5 (5)
Estimated Quarterly Gross Profit $9
$10.7 Q1 2010 Estimated SG&A Expense (3)
(14)
10 (10)
(5)
Estimated D&A 2
($12.3)
0 (15) Estimated Quarterly EBITDA ($3)
Q1'09 Q2'09 Q3'09 Q4'09 Q1'09 Q2'09 Q3'09 Q4'09
Notes: (1) Q4 2009 adjusted for the pro forma impact of the Jones & Shipman acquisition.
(2) EBITDA is calculated as operating income (loss) excluding impairment charges plus depreciation and amortization expenses, based on Hardinge Inc. public filings.
(3) Hardinge management estimates from the Investor Presentation filed April 6, 2010.
(4) High end of Hardinge management guidance disclosed during the Q4 2009 earnings call. 11
(5) Based on past two year average quarterly depreciation and amortization expense.
Sources: Hardinge Inc. public filings and Hardinge Inc. earnings release conference call transcript provided by Factset CallStreet, LLC.
Long-Term Risk in a Consolidating Industry
• The global machine tools industry has Gap in Relative Size versus Comparable Industry Peers
experienced a significant level of Market Capitalization ($mm)(1)
consolidation over the past decade. $3,000 2,515

2,481
Notable industry transactions include 2,000 1,526
the recent partnership between 1,2861,279
Gildemeister and Mori Seiki, Fair Friend 1,000 691 622 531
Enterprise’s acquisition of Saginaw 126 110 105

0
Machine Systems and MAG’s
Kennametal
Electric
Mori Seiki
Haitian Intl
OKUMA
Rofin-Sinar
Gildemeister
Romi
Flow Intl
Hurco
Hardinge
Lincoln
Tech.
acquisition of Cincinnati Lamb Group
• The largest 20 industry players are
Increasing Industry Concentration Over Time
expected to account for 70%+ of the
Percentage of Revenue from the Top 20 Industry Players
market by 2011, underscoring the need
80%
for size and critical mass in order to 71%
survive in an increasingly competitive 70% 66%
61%
industry landscape 56% 56%
60%
53% 53%
• Hardinge’s recent corporate activity and
50%
distribution agreements fail to diminish
this exposure 40%
2005 2006 2007 2008 2009 2010E 2011E
Note: (1) Market Capitalization as of April 9, 2010.
Sources: FactSet Research Systems Inc., VDW (Association of German Machine Tool Manufactures) and the info-institute (German survey company).
12
Summary of Key Considerations
Timing for Revenue • Fundamental change in industry demand and current macro outlook unlikely to support
Recovery Hardinge management’s expectations on valuation nor prospects for Hardinge as a stand-
alone entity
• Capacity conditions among global competitors unlikely to lead to a 2004-2007 demand
outlook, placing a significant downside risk to Hardinge’s recovery outlook and medium-
term liquidity profile
Margin Impact from • Lowered gross margins and free cash flow generation profile
Distribution Contracts
• Flexible cost initiatives limit upside profitability from operating leverage during cyclical
recovery
Long-Term Competitive • Lowered control over sales and distribution will leave the stand-alone company with
Position weakened prospects for future profitability
• Weaker competitive position without technical support of integrated sales and marketing
model
• Questionable ability of the Company to capitalize on market recovery
Industry Consolidation • Following corporate activity over the past 10 years, requirement for industry players to
exercise critical mass, expand global reach and enhance commercial presence
• Diminishing ability to compete with larger, integrated global competitors
13
Process Timing & Next Steps
• Tender offer expiration on May 10, 2010(1)
• Offer subject to two-thirds minimum condition, redemption of Hardinge’s Series B

Preferred Stock purchase rights, waiver of Article Nine of Hardinge’s Restated
Certificate of Incorporation and Section 912 of the New York Business Corporation
Law by Hardinge’s Board of Directors, receipt of regulatory approvals and other
customary closing conditions
• No financing condition
• Ready to immediately discuss a mutually agreeable transaction with Hardinge Inc.

management and Board of Directors
Romi management continues to believe that this transaction represents a superior

valuation relative to Hardinge’s stand-alone prospects
Note: (1) If the tender offer is extended, Romi will issue a press release announcing such extension prior to 9:00 a.m. EST on May 11, 2010.
14

Romi Hostile Takeover Move On Hardinge Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

HELEN ACQUISITION CORP.

INDÚSTRIAS ROMI S.A.

Common Stock, Par Value $0.01 Per Share

CALCULATION OF FILING FEE

C:\Documents and Settings\jug\Desktop\Project_Seven_-_Schedule_TO-T_Amendment_No__1.DOC

** Calculated by multiplying the transaction valuation by 0.00007130.

Amount Previously Paid: $6,666.85 Filing Party: Indústrias Romi S.A.

third-party tender offer subject to Rule 14d-1.

C:\Documents and Settings\jug\Desktop\Project_Seven_-_Schedule_TO-T_Amendment_No__1.DOC

Items 1 and 4. Summary Term Sheet and Terms of the Transaction.

Each reference to “judgment” is replaced with a reference to “reasonable judgment” in Section 14

Item 3. Identity and Background of Filing Person.

Item 3 of the Schedule TO is hereby amended and supplemented as follows:

C:\Documents and Settings\jug\Desktop\Project_Seven_-_Schedule_TO-T_Amendment_No__1.DOC

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and restated as follows:

(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)(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.

C:\Documents and Settings\jug\Desktop\Project_Seven_-_Schedule_TO-T_Amendment_No__1.DOC

Dated: April [13], 2010

HELEN ACQUISITION CORP.

INDÚSTRIAS ROMI S.A.

C:\Documents and Settings\jug\Desktop\Project_Seven_-_Schedule_TO-T_Amendment_No__1.DOC

(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)(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.

C:\Documents and Settings\jug\Desktop\Project_Seven_-_Schedule_TO-T_Amendment_No__1.DOC

Indústrias Romi S.A.

ROMI FILES INVESTOR PRESENTATION REGARDING OFFER TO ACQUIRE HARDINGE

Reiterates Benefits of Romi’s All-Cash Offer in Comparison to Hardinge’s Stand-Alone Prospects

Highlights of the presentation include Romi management’s view:

– Romi’s offer represents an attractive public market premium relative to comparable

– Romi’s offer is compelling relative to the valuation levels in recent acquisitions by

C:\Documents and Settings\jug\Desktop\Project_Seven_-_Schedule_TO-T_Amendment_No__1.DOC

– This uncertainty in timing and magnitude of recovery is likely to expose Hardinge’s

C:\Documents and Settings\jug\Desktop\Project_Seven_-_Schedule_TO-T_Amendment_No__1.DOC

C:\Documents and Settings\jug\Desktop\Project_Seven_-_Schedule_TO-T_Amendment_No__1.DOC

Price Per Share • $8.00 all cash consideration(1)

Implied • $93 million equity value

Financing • Not subject to any financing condition

Key Closing • Two-thirds minimum condition

Overview Brazilian Market Leader

2009 Revenue Segmentation

• Superior value and immediate liquidity for Hardinge shareholders

Macro Industry Outlook Hardinge’

Uncertainty in timing and magnitude of recovery likely to expose Hardinge’s