BOSTON, Jan 28, 2009 (BUSINESS WIRE) -- Orthofix International N.V. (NASDAQ: OFIX) (the Company) announced today
that the Chairman of the Company's Board of Directors, James F. Gero,
sent a letter, included below, to Ramius LLC questioning the
qualifications of one of Ramius's nominees for Orthofix's Board of
Directors.
Jeffrey Smith
|
Ramius Capital
|
599 Lexington Ave.
|
New York, NY 10022
|
Dear Mr. Smith:
In anticipation of an upcoming special shareholders meeting, I am
writing to you on behalf of the Board of Directors of Orthofix
International N.V. to take issue with the proposed nomination of
29-year-old Ramius employee Peter A. Feld to our Board. We note that Mr.
Feld is neither a partner nor a senior executive listed on Ramius's
website, yet you consider him qualified to serve on our Board even
though he has neither healthcare experience nor any apparent specific
functional operating experiences that we could gather from publicly
available information.
It is also important to note that Mr. Feld's tenure on the boards of
public companies is not only limited, but has on more than one occasion
coincided with or been followed by significant adverse events for those
companies. Two recent examples are CPI Corp and Sharper Image. CPI Corp,
a portrait studio company whose board Mr. Feld joined in 2008, was in
danger of being delisted by the New York Stock Exchange this past
November requiring it to submit a response plan to the NYSE within 45
days. And Sharper Image, once an icon of American retail and on whose
board Mr. Feld served for several months in 2007 and 2008, suffered
significant financial difficulty and filed for bankruptcy protection
shortly after Mr. Feld left its board.
In contrast, our current Board of Directors is made up of a cross
section of professionals with unique expertise and accomplishments in
healthcare, research and development, sales and distribution, auditing
and compliance, communications, and strategic planning. Orthofix has
grown from a small $7 million concern in 1987 to an entity that has
publicly announced it will surpass $500 million in gross annual revenue
this year. I am proud of the composition of the current Board and the
guidance it has given our Company. This Board supported the Blackstone
acquisition and recently, after a detailed analysis and strategic
guidance from Morgan Stanley, the Board unanimously voted to support the
Company's strategic plan and spine strategy, with Blackstone playing a
central role.
On December 15th of last year Orthofix announced that the
Company and its partner, the Musculoskeletal Transplant Foundation
(MTF), had achieved a major milestone in their efforts to develop a stem
cell-based allograft. The Company also began the limited market release
of two new products, the Firebird(TM) pedicle screw system and the PILLAR(TM)
SA interbody device, both of which are expected to be fully launched in
the first quarter of 2009. On December 29th, the Company made
a $10 million partial debt repayment, ahead of the scheduled maturity
date, which increased the Company's flexibility in executing its
operating plan.
Orthofix's Board objects to Mr. Feld's sparse resume, as well as to the
manner in which he and Ramius have conducted themselves during this
proxy solicitation process. First, earlier this month Ramius issued a
highly misleading press release which falsely implied that proxy advisor
RiskMetrics Group (RMG) had endorsed the Ramius proposal to replace
members of the Orthofix Board with its own nominees. Secondly, three
days later Ramius quietly filed notice with the SEC no longer seeking to
replace Orthofix CEO and Director Alan Milinazzo, stating their belief
that it is good corporate governance to have the acting CEO as a member
of the Board.
In summary, given that Mr. Feld is 29 years old, and considering his
limited board, managerial and healthcare experience, we believe it would
be difficult for shareholders, market observers or industry experts to
argue that Mr. Feld would add value to Orthofix, particularly in today's
highly competitive and challenging market environment. Additionally, we
object to Ramius's game-playing and serial misrepresentations in this
serious matter. Orthofix shareholders deserve better.
Sincerely,
|
James F. Gero
|
Chairman, Board of Directors
|
Orthofix International NV
|
cc: Orthofix Board of Directors
|
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
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.
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