BOSTON, Jan 20, 2009 (BUSINESS WIRE) -- Orthofix International N.V. (NASDAQ: OFIX) today criticized a press
release issued by Ramius LLC in which the hedge fund issued statements
that may be misleading to shareholders and which may improperly infer
that proxy advisor RiskMetrics Group (RMG) supports Ramius' intent to
replace up to four members of Orthox's Board with their own nominees.
RMG did issue a report noting that it does not oppose the Ramius request
to call a special meeting of shareholders, indicating that the
applicable RMG standard is to support the calling of a special meeting
except in unusual situations where the dissident's attempt is "abusive
or frivolous". However, the RMG report also specifically indicates that
"this report does not analyze the above arguments by the board of the
company and Ramius concerning the merits of removing and replacing the
members of the current board. Such analysis will take place if and when
a special meeting is convened."
"At best, we believe this press release demonstrates a lack of attention
to detail by Ramius," said James F. Gero, Chairman of the Board of
Directors of Orthofix. "We are also concerned that Ramius's statements
may be misunderstood and that shareholders may be misled into believing
that RiskMetrics has already rendered judgment on Ramius's intention to
replace members of our Board. This is certainly not the case. It is
important that we exercise responsibility, professionalism and respect
for all of our shareholders during this process, and we are concerned
that Ramius' statements today do not meet those standards."
Chairman Gero reaffirmed the Board's commitment to the strategic plan
put in place by the Company, which includes strong support for the
Blackstone spine business.
The Company has also noted its interest in reducing the unnecessary use
of shareholder resources related to Ramius's proposals, issuing the
above statement via press release rather than through a direct
shareholder mailing. Shareholders with questions are encouraged to
contact the company directly as indicated at the end of this
announcement.
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 Musculoskeletal Transplant Foundation, 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.
Where You Can Find Additional
Information
Ramius Capital and certain of its affiliates have filed a definitive
proxy statement with the SEC to solicit written consents from
shareholders of Orthofix to call a special general meeting of
shareholders for the purpose of making changes to the composition of
Orthofix's board of directors. Orthofix has filed with the SEC a
definitive proxy statement in connection with its intent to solicit
written consent revocations from shareholders in opposition to Ramius'
solicitation. If Orthofix holds a special general meeting at Ramius' and
other shareholders' request, Orthofix intends to file with the SEC, and
distribute to shareholders, a proxy statement opposing proposals made by
Ramius. SHAREHOLDERS ARE URGED TO READ ORTHOFIX'S DEFINITIVE PROXY
MATERIALS AND ANY OTHER RELEVANT SOLICITATION MATERIALS FILED WITH THE
SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
shareholders may obtain a free copy of proxy statements filed with the
SEC by Orthofix at the SEC's website at www.sec.gov
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 International N.V. and its directors and certain executive
officers are participants in the solicitation of written consent
revocations from shareholders of Orthofix, as well as the solicitation
of proxies in connection with a special general meeting of shareholders,
if such a meeting is called. 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 by security holdings or
otherwise, is set forth in Orthofix's definitive proxy statement
relating to its intent to solicit written consent revocations from
shareholders in opposition to Ramius' solicitation, which may be
obtained free of charge at the SEC's website at www.sec.gov
and Orthofix's website at www.orthofix.com.
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