Business Services Industry
Ramius Sends Letter to Orthofix Shareholders
Business Wire, March 09, 2009
Responds to Orthofix’s Misleading Statements and Latest Attempt to Distract Shareholders From Their Record of Failure and Massive Destruction of Shareholder Value
Urges Shareholders To Elect Four New, Highly-Qualified Directors
NEW YORK -- RCG Starboard Advisors, LLC, an affiliate of Ramius LLC (collectively, “Ramius”), today announced that it has sent a letter to the shareholders of Orthofix International N.V.’s (“Orthofix” or the “Company”) (Nasdaq: OFIX) urging shareholders to elect four new, highly-qualified director nominees to the Company’s ten-member Board at a Special General Meeting of Shareholders on April 2, 2009. Ramius, the beneficial owner of approximately 5.6% 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, “Rather than confronting the substantial issues that face Orthofix today, the current Board has chosen to wage a smear campaign relying on baseless accusations as a means to distract shareholders from the massive destruction of shareholder value that has occurred under its watch. We urge shareholders not to be distracted from the real issues and to focus on the fact that the Company’s current plan provides little margin for error and puts shareholders at substantial risk. New independent directors will be able to look at all of the available alternatives with a fresh perspective, unbiased by rationalizations of prior mistakes, to be able to objectively determine how best to maximize value for all shareholders.”
Added Smith, “We firmly believe a reconstituted Board is vital to the Company’s future success. We urge our fellow shareholders to vote FOR Ramius’ nominees on their GOLD proxy cards today.”
The full text of the letter follows:
March 9, 2009
Dear Fellow Orthofix Shareholder:
The Ramius Group is seeking your support to elect four highly qualified nominees -- J. Michael Egan, Peter A. Feld, Steven J. Lee, and Charles T. Orsatti -- to replace four of Orthofix’s ten current directors at the Special General Meeting of Shareholders to be held on April 2, 2009. We believe this action is necessary and warranted given the massive destruction of shareholder value this Board has overseen.
In just the past three years, the current Board has:
- Presided over the failed acquisition of Blackstone Medical;
- Approved taking on a heavy debt load to fund the acquisition;
- Accepted ballooning corporate overhead costs;
- Failed to hold management accountable for their repeated failures to meet financial guidance; and
- Oversaw the loss of approximately $450 million of market value from $686 million three years ago to the current market value of approximately $238 million.
Their actions and inactions have cost shareholders dearly. Shareholders have seen the value of Orthofix shares drop by approximately 64% since the acquisition of Blackstone on August 10, 2006. It is time for a change.
We are not seeking control of the Board or the Company. Rather, we are seeking to elect directors who will bring much needed accountability to the Board. The Ramius nominees are committed to working in the best interests of all shareholders. We urge you to vote for them on the enclosed GOLD proxy card today.
THE UNPROFESSIONAL NATURE AND HOSTILE TONE OF ORTHOFIX’S COMMUNICATIONS WITH SHAREHOLDERS CLEARLY DEMONSTRATES THE NEED FOR SUBSTANTIAL CHANGE ON THE BOARD
In response to our thoughtful analysis and proposals regarding both the strategic direction of Orthofix and the composition of the Board, the Company has chosen to run a mud slinging campaign focused on baseless accusations regarding our firm, our nominees, and our intentions for Orthofix. We are not surprised by these actions given that we recently learned that Orthofix ended a long-term relationship with a well-regarded financial public relations firm and decided instead to engage an extremely expensive public affairs firm focused on running a quasi-political smear campaign to try to discredit Ramius and our nominees. In its communications with shareholders, Orthofix is attempting to distract shareholders from the real and critical issues facing the Company by offering up unprofessional, personal attacks. These attacks only serve to further damage the Company’s standing in the financial community and provide no benefit to shareholders. We believe these actions clearly demonstrate that the current Board is deeply entrenched and unable or unwilling to confront its failures and govern the company in the best interests of shareholders.
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