BOSTON, Mar 19, 2009 (BUSINESS WIRE) -- Orthofix International N.V. (NASDAQ: OFIX) (the Company) today
criticized activist hedge fund Ramius for including false and misleading
statements in recent communications to Orthofix shareholders in their
ongoing proxy contest. For example, in an investor presentation filed
with the SEC on March 12 and shared with proxy advisory firm RiskMetrics
Group the same day, Ramius included blatantly false statements about
Orthofix Chairman James F. Gero and fellow Board member Thomas J.
Kester. Orthofix believes that these false statements were made in
reckless disregard of the facts, which are easily obtainable through
public sources, and stand in stark contrast to Ramius' stated belief in
good corporate governance and shareholder advocacy.
"Orthofix has continued to try to cooperate with Ramius throughout this
proxy contest despite the inflammatory nature of some of their rhetoric,
and has endeavored to make sure that shareholders receive an accurate
view of the facts and the opinions from both sides," said Alan
Milinazzo, Orthofix CEO. "However, certain statements that Ramius has
included in recent SEC filings and press releases are blatantly false
and misleading and Orthofix shareholders should understand the facts."
The following four statements that Ramius has recently made are
demonstrably false and misleading to shareholders:
1.False Statement about James F. Gero, Orthofix Chairman
In its presentation to RiskMetrics Group, filed as definitive additional
soliciting material with the SEC on March 12, 2009, Ramius falsely
states that James F. Gero is "Chairman of Clearwire, Inc. - [whose]
stock price has declined 88% since the IPO." In
fact,Mr. Gero wasnot
chairman, a board member nor a member of management of this company at
the time of its IPO in 2007, and has not been at any time since.
Ramius' statement falsely links Mr. Gero with the sharp price decline
of this company in a manner that disparages his professional reputation
and is misleading to shareholders. Ramius could have easily confirmed
this fact as neither Clearwire's IPO prospectus nor any of its public
filings since the IPO mention Mr. Gero having any role at the company.
2.False Statement about Thomas J. Kester,Orthofix
Board Member
In the same filing noted above, after referencing his experience as a
KPMG audit partner, Ramius falsely states that Orthofix Board Member
Thomas J. Kester "has no other public or private board experience." In
fact, Mr. Kester currently serves as a director, and until recently has
been chairman of the board, of a non-profit organization with a
multi-million dollar annual budget, and another affiliated non-profit
corporation. Once again, Ramius' statement was false and
gives Orthofix shareholders a false and misleading description of Mr.
Kester's professional background and experience.
3.False Statement about Orthofix Corporate Office and Boston
Real Estate
Again in the same filing, Ramius criticizes Orthofix for the choice of
its Boston office location, calling it "arguably some of the most
expensive real estate in Boston." In fact, the Orthofix office lease in
Boston is $27 per square foot, approximately 50% of the average cost of
comparable nearby real estate according to Cushman & Wakefield. Making
this sort of objectively false statement again calls attention to
Ramius' reckless behavior in this proxy contest.
4.False Statement about Orthofix Regarding the Special
Meeting of Shareholders
Ramius' March 9, 2009 letter to Orthofix shareholders and accompanying
press release, also filed with the SEC, accused the Orthofix Board of
delaying the scheduling of the Special Meeting of shareholders, stating:
"The current Board scheduled the Special Meeting on a date that is as
far out as possible under Netherlands Antilles law..." In fact, no
provision of Netherlands Antilles law or the Company's articles of
association mandates a maximum time period or number of days by which a
special meeting must be held. By saying "as far out as
possible under Netherlands Antilles law," Ramius is misleading
shareholders to believe that the Board scheduled the meeting as late as
possible under the law, when in fact the exact opposite is true. The
Company scheduled the special meeting as soon as practical, given the
SEC's rules, in an effort to deal fairly and honestly with shareholders
and move beyond this distracting and costly contest as soon as possible.
Ramius' statement misleads shareholders and hides the fact that Ramius
initiated this wasteful Special Meeting process when its proposals could
have been considered at the Annual Meeting 1-2 months later with
significantly less cost to Orthofix shareholders.
Since the beginning of this contest, the Board and management of
Orthofix have committed to communicating with shareholders frequently to
illustrate clear, factual reasons why we believe shareholders should
question whether Ramius' proposals would bring value to the Company. In
return, Ramius has responded with inflammatory and misleading statements
that blatantly disregard the facts of the situation - facts that could
be easily obtained through public sources of information. In today's
challenging business environment, Orthofix shareholders deserve sound,
steady judgment, and shareholders should question Ramius' ability to
bring value to the Company given its inability (or unwillingness) to
successfully undertake even rudimentary fact-checking.
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