UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential, for Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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o
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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)
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
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materials.
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box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
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Filed:
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Contact:
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Dan
Yarbrough, Vice President of Investor
Relations
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danyarbrough@orthofix.com
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(617)
912-2903
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Independent
Proxy Advisor Glass Lewis Recommends
Against
3 of 4 Ramius Nominees for Orthofix Board
Report
calls activist hedge fund’s plan “particularly light on details”
BOSTON,
Mar 26, 2009 (BUSINESS WIRE) -- Orthofix International N.V. (NASDAQ: OFIX) (the
Company) announced today that the independent proxy advisory firm Glass Lewis
& Co. has recommended against three out of four nominees being proposed by
the activist hedge fund Ramius for the Company’s Board in their ongoing proxy
contest.
The proxy
advisory firm noted that it does not “believe that it
[Ramius] has successfully argued for the right to hold four seats on the
Board.”
Rejecting
Ramius’ nomination of Peter Feld, Steven Lee and J. Michael Egan, Glass Lewis
affirmed what Orthofix has been communicating to shareholders throughout the
proxy contest in criticizing Ramius for the lack of a plan for the Company.
Independent proxy advisor PROXY Governance previously 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.”
Similarly,
Glass Lewis’ report stated, “the Dissident
does not have a plan to pursue specific operating strategies to address its
concerns regarding the Company’s performance.” Glass Lewis supported
nominee Charles Orsatti, saying “one seat on the board (10%) is more closely
aligned with the Dissident’s equity interest in the Company.”
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, 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