UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
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ORTHOFIX
INTERNATIONAL
N.V.
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(Name
of Registrant as Specified in Its Charter)
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| |
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
RAMIUS
ENTERPRISE MASTER FUND LTD
RAMIUS
ADVISORS, LLC
RCG
STARBOARD ADVISORS, LLC
RAMIUS
LLC
C4S
& CO., L.L.C.
PETER
A. COHEN
MORGAN
B. STARK
JEFFREY
M. SOLOMON
THOMAS
W. STRAUSS
J. MICHAEL
EGAN
PETER A.
FELD
STEVEN J.
LEE
CHARLES T.
ORSATTI
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RAMIUS
COMMENTS ON PROXY GOVERNANCE REPORT
Proxy
Advisory Firm’s Analysis Confirms Orthofix’s Record of Failure and Massive
Destruction of Shareholder Value, But Puts Misguided Faith In Current Board’s
Ability to Oversee A Turnaround At Orthofix
Ramius
Urges Shareholders To Elect A Minority Slate Of Four New, Highly-Qualified
Directors Who Are Committed To Acting In Their Best Interests
New York – March 19, 2009 –
RCG Starboard Advisors, LLC, an affiliate of Ramius LLC (collectively,
“Ramius”), today commented on the recently issued report by PROXY Governance,
Inc. in relation to the election of directors at the Orthofix International N.V.
(“Orthofix” or the “Company”) (Nasdaq: OFIX) Special General Meeting of
Shareholders on April 2, 2009. Ramius, the beneficial owner of approximately
5.7% of the Company’s outstanding common shares, is proposing to elect J.
Michael Egan, Peter A. Feld, Steven J. Lee, and Charles T. Orsatti to replace
James F. Gero, Peter J. Hewett, Thomas J. Kester, and Walter P. Von Wartburg on
Orthofix’s Board.
Ramius
Partner Jeffrey C. Smith stated, “The analysis by PROXY Governance clearly shows
the massive destruction of shareholder value the current Board has
overseen. Their report states, ‘There is no question the company’s
post [Blackstone]-merger execution went utterly off the tracks, or that it has
substantially eroded shareholder value, at least as measured by the three-year
share price decline of more than 70%. There also remains serious risk, as the
dissidents have emphasized, that the fledgling recovery will be sufficient to
meet the increasingly rigorous Total Debt/LTM EBITDA metrics in the company’s
debt covenants – let alone restore the lost market capitalization.’
“As PROXY
Governance acknowledges, the Company’s current plan provides little margin for
error and puts shareholders at substantial risk. Unfortunately, the
advisory firm misguidedly puts full faith in the ability of the current Board to
effectively oversee management’s latest set of plans and promises to remedy the
issues that they themselves created. Orthofix needs new directors
that are not burdened by the legacy of past mistakes and their attempts to save
face.”
Added
Smith, “Prior to the acquisition of Blackstone, Orthofix was a healthy and
debt-free company that had reasonable growth, strong profits and substantial
free cash flow. It is clear, no matter how many times the Company
tries to justify its dismal track record, that Orthofix’s shareholders need a
reconstituted Board that will look at the alternatives necessary to protect and
maximize shareholder value.”
Concluded
Smith, “Ramius is not seeking control of the Company. What we want is
a Board that will effectively oversee management and prevent any further erosion
of shareholder value caused by their failures. We urge shareholders
not to be distracted and to support our efforts at the Special Meeting by taking
their GOLD proxy cards and electing Ramius’ nominees, who are independent from
Orthofix and who possess the fortitude, skill sets, and experience to maximize
value for all Orthofix shareholders.”
Please
visit www.ShareholdersForOrthofix.com for more information on the upcoming
special meeting and to view Ramius’ solicitation materials in connection with
the meeting. A copy of all proxy materials and shareholder
communications are available on the website.
About
Ramius LLC
Ramius
LLC is a registered investment advisor that manages assets in a variety of
alternative investment strategies. Ramius LLC is headquartered in New York with
offices located in London, Tokyo, Hong Kong, Munich, and Vienna.
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Contact:
Media
& Shareholders:
Sard
Verbinnen & Co
Dan
Gagnier/ Renée Soto/Jonathan Doorley
212-687-8080