BOSTON, Mar 18, 2009 (BUSINESS WIRE) -- Orthofix International N.V. (NASDAQ: OFIX) (the Company) announced today
that the independent proxy advisory firm PROXY Governance, Inc. has
recommended that Orthofix shareholders reject each of the proposals put
forth by dissident shareholder Ramius in their ongoing proxy contest.
In its report issued today PROXY Governance stated, "The problem
with the dissident campaign is not an inability to evaluate what went
wrong, but the profound absence of a plan to effect a credible recovery."
After hearing presentations from both Orthofix and Ramius on the
activist hedge fund's proposal to remove four highly-qualified members
of the Orthofix Board of Directors, PROXY Governance concluded that the
Board "has made credible changes in executive management which have
resulted in demonstrable improvements in both the immediate financial
results and the longer term market proposition of the troubled
acquisition."
"We are pleased with today's decision by PROXY Governance in favor of
the Company's slate. It was clearly the right decision given the facts,"
said Alan Milinazzo, Orthofix CEO. "We urge shareholders to consider the
conclusion reached by PROXY Governance and vote the Company's BLUE proxy
card."
PROXY Governance independently evaluates proxy issues and makes voting
recommendations on an issue-by-compay basis, considering a company's
performance record, business environment, management strength, corporate
governance and other factors.
PROXY Governance concluded that "the board and its management team
have articulated a clear plan for recovery, with milestones and key
metrics along the way, and appear to be tightly focused on execution."
On the other hand, Orthofix believes Ramius' statements to the Company's
shareholders and their conduct throughout this proxy contest exhibit a
flip-flopping of position on major matters, such as whether Blackstone
should be sold or not. In launching this contest on December 3, 2008,
Ramius made the sale of Blackstone a crucial part of its argument to
shareholders, stating that the company should immediately "explore
and execute a sale of Blackstone at the highest possible price."
However, by late February when Ramius filed its definitive proxy
statement, the firm signaled a major departure from its original
position on Blackstone, stating, "the Ramius Nominees have no
present plans to pursue specific strategies at this time...".
Ramius has been an Orthofix shareholder for
less than six months and holds only about five percent of the Company's
total shares, but seeks 4 of the 10 Orthofix Board seats in this
proxy contest.
Orthofix continues to urge its shareholders to vote on the BLUE proxy
card as recommended by the Board of Directors and as also recommended by
PROXY Governance.
About Orthofix
Orthofix International, N.V., a global medical device company, offers a
broad line of minimally invasive surgical, and non-surgical, products
for the spine, orthopedic, and sports medicine market sectors that
address the lifelong bone-and-joint health needs of patients of all
ages-helping them achieve a more active and mobile lifestyle. Orthofix's
products are widely distributed around the world to orthopedic surgeons
and patients via Orthofix's sales representatives and its subsidiaries,
including BREG, Inc. and Blackstone Medical, Inc., and via partnerships
with other leading orthopedic product companies. In addition, Orthofix
is collaborating in R&D partnerships with leading medical institutions
such as the Orthopedic Research and Education Foundation, Rutgers
University, the Cleveland Clinic Foundation, Texas Scottish Rite
Hospital for Children and National Osteoporosis Institute. For more
information about Orthofix, please visit www.orthofix.com.
Forward-Looking Statements
This communication contains certain forward-looking statements under the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements, which may include, but are not limited to, statements
concerning the projections, financial condition, results of operations
and businesses of Orthofix and its subsidiaries and are based on
management's current expectations and estimates and involve risks and
uncertainties that could cause actual results or outcomes to differ
materially from those contemplated by the forward-looking statements.
Factors that could cause or contribute to such differences may include,
but are not limited to, risks relating to the expected sales of its
products, including recently launched products, unanticipated
expenditures, changing relationships with customers, suppliers and
strategic partners, risks relating to the protection of intellectual
property, changes to the reimbursement policies of third parties,
changes to and interpretation of governmental regulation of medical
devices, the impact of competitive products, changes to the competitive
environment, the acceptance of new products in the market, conditions of
the orthopedic industry and the economy, corporate development and
market development activities, including acquisitions or divestitures,
unexpected costs or operating unit performance related to recent
acquisitions and other factors described in our annual report on Form
10-K and other periodic reports filed by the Company with the Securities
and Exchange Commission.
Important Additional Information
Orthofix International N.V. ("Orthofix") has filed a definitive proxy
statement, dated February 26, 2009, with the SEC in connection with a
special general meeting of shareholders of Orthofix to be held on April
2, 2009 at which Ramius Capital and certain of its affiliates propose to
make changes to the composition of Orthofix's board of directors.
SHAREHOLDERS ARE URGED TO READ ORTHOFIX'S DEFINITIVE PROXY MATERIALS AND
ANY OTHER RELEVANT SOLICITATION MATERIALS FILED BY ORTHOFIX WITH THE SEC
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders
may obtain a free copy of the proxy statement and other materials filed
by Orthofix with the SEC at the SEC's website at www.sec.gov,
at Orthofix's website at www.orthofix.com,
or by contacting Georgeson, 199 Water Street, 26th Floor, New York, NY
10038 or by calling (212) 440-9800 (bankers and brokers) or toll-free
(800) 323-4133 (all others).
Orthofix and its directors and certain executive officers are
participants in the solicitation of proxies in connection with the
special general meeting of shareholders. The names of such persons are:
James F. Gero, Peter J. Hewett, Jerry C. Benjamin, Charles W. Federico,
Dr. Guy J. Jordan, Ph.D., Thomas J. Kester, CPA, Alan W. Milinazzo,
Maria Sainz, Dr. Walter P. von Wartburg, Kenneth R. Weisshaar, Robert S.
Vaters, Michael Simpson, Bradley R. Mason, Raymond C. Kolls, J.D., and
Michael M. Finegan. Information regarding such participants, as well as
each such person's respective interests in Orthofix (whether through
ownership of Orthofix securities or otherwise), is set forth in
Orthofix's definitive proxy statement dated February 26, 2009, which may
be obtained free of charge at the SEC's website at www.sec.gov,
Orthofix's website at www.orthofix.com,
or by contacting Georgeson, 199 Water Street, 26th Floor, New York, NY
10038 or by calling (212) 440-9800 (bankers and brokers) or toll-free
(800) 323-4133 (all others).
SOURCE: Orthofix International N.V.
Orthofix International N.V.
Dan Yarbrough, 617-912-2903
Vice President of Investor Relations
danyarbrough@orthofix.com
Copyright Business Wire 2009