UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
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Securities Exchange Act of 1934
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Preliminary
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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ORTHOFIX
INTERNATIONAL N.V.
(Name of
Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Contact:
Dan Yarbrough, Vice President of Investor
Relations
danyarbrough@orthofix.com
(617)
912-2903
Independent
Proxy Advisory Firm Recommends Shareholders Support Orthofix Board And Oppose
Activist Hedge Fund’s Proposals
PROXY
Governance supports Orthofix Board of Directors; concludes dissident campaign
has a “profound absence of a plan to effect a credible recovery”
BOSTON,
March 18, 2009– 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).