Intends to Complete its Financial Restatement by End of First Quarter
LEWISVILLE, Texas--(BUSINESS WIRE)--
Orthofix International N.V. (NASDAQ:OFIX) ("Orthofix" or the "Company")
today provided an update on issues relating to its listing status with
the NASDAQ Stock Market. As previously announced, the Company intends to
restate its financial statements for the 2011 and 2012 calendar years,
as well as for the first quarter of 2013. As a result, the Company has
not yet filed its quarterly reports on Form 10-Q for the fiscal quarters
ended June 30, 2013 and September 30, 2013 (collectively, the
"Delinquent Reports"), and therefore, also as previously announced, the
Company is not in compliance with NASDAQ Listing Rule 5250(c)(1).
The Company, in coordination with the Audit Committee of the Company's
Board of Directors, is currently preparing the financial restatement and
the Delinquent Reports, and substantial progress has been made in that
regard. The Company intends to complete the restatement and file the
Delinquent Reports as promptly as practicable, and is currently
proceeding with the objective of completing this process (including the
filing of the Company's annual report on Form 10-K for the fiscal year
ended December 31, 2013) by the end of the first quarter of 2014.
As previously disclosed, when a NASDAQ listed company fails to comply
with NASDAQ Listing Rule 5250(c)(1), the staff of the listing
qualifications department of NASDAQ has discretion to grant up to 180
calendar days from the original non-compliance date for such company to
regain compliance without requiring further proceedings before a NASDAQ
Listing Qualifications Hearings Panel (a "Hearings Panel"). The 180-day
calendar period with respect to Orthofix's non-compliance will expire on
February 10, 2014. As a result, Orthofix expects to be notified by
NASDAQ on or before February 11, 2014 that it will be required to
request a hearing before a Hearings Panel to remain listed on the NASDAQ
Stock Market until the Delinquent Reports are filed. Under NASDAQ's
rules and procedures, in general, a company's request for such a hearing
is due within seven calendar days of the notification being received by
such company, and such a request automatically stays any delisting (and
suspension of trading) for an additional 15 calendar days from the
deadline to request a hearing. Upon receiving the expected notification,
Orthofix intends to request a hearing by such seven calendar day
deadline.
When a company requests a hearing, it may request a stay of the
suspension pending the hearing, and Orthofix intends to do so. Assuming
the Hearings Panel grants Orthofix's request for a further stay, which
is discretionary on the part of the Hearings Panel and therefore not
assured, any final delisting (and suspension of trading) would thereby
be stayed until further Hearings Panel proceedings. Under the NASDAQ
rules, a Hearings Panel has discretion to grant an additional extension,
which cannot exceed 360 calendar days from the original non-compliance
date.
About Orthofix
Orthofix International N.V. is a diversified, global medical device
company focused on developing and delivering innovative orthopedic and
spine solutions that drive value for patients, surgeons, and providers.
Orthofix's products are widely distributed around the world to surgeons
and patients via Orthofix's sales representatives and its subsidiaries,
and via collaborations with other leading orthopedic product companies.
In addition, Orthofix is collaborating on R&D activities with leading
research and clinical organizations such as the Musculoskeletal
Transplant Foundation and Texas Scottish Rite Hospital for Children. 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.
The forward-looking statements in this release do not constitute
guarantees or promises of future performance. Factors that could cause
or contribute to such differences may include, but are not limited to,
risks relating to statements regarding the additional time that may be
granted for the Company to regain compliance with the NASDAQ's Listing
Rules, any stay or extension that may be granted with respect to the
delisting of the Company's common stock, the Company's ability and time
required to regain compliance with NASDAQ rules, the timing of the
completion of the Company's restatement of financial statements,
Delinquent Filings, and additional periodic reports due to be filed with
the Securities and Exchange Commission in the future, as well how these
matters and the review being conducted by the Audit Committee of the
Company's Board of Directors may impact our expenses, liquidity, legal
liability, borrowing ability, product sales, relationships with
customers, suppliers, strategic partners and third party reimbursement
providers, ongoing compliance obligations under our corporate integrity
agreement with the Office of Inspector General of the Department of
Health and Human Services, deferred prosecution agreement with the U.S.
Department of Justice and consent decree with the SEC, ability to remain
in compliance with covenants and other obligations under our senior
secured credit agreement, the cost and nature of our insurance coverage,
continued listing of our securities on the Nasdaq Stock Market, and
other factors described in our annual report on Form 10-K for the fiscal
year ended December 31, 2012 and other subsequent periodic reports filed
by the Company with the SEC. Existing and prospective investors are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company
undertakes no obligation to update or revise the information contained
in this press release.
Orthofix International N.V.
Mark Quick, 214-937-2924
Source: Orthofix International N.V.
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