Orthofix International Sends Letter to Ramius Objecting to Proposed Special Shareholder Meeting

* Reuters is not responsible for the content in this press release.

Mon Jan 12, 2009 11:30am EST

BOSTON--(Business Wire)--
Orthofix International N.V. (NASDAQ: OFIX) (the Company) announced today that it
has sent the following letter from the Chairman of the Company`s Board of
Directors to Ramius, LLC in response to their proposal to call a special meeting
of shareholders. 

Jeffrey Smith 

Ramius Capital 

599 Lexington Ave. 

New York, NY 10022 

Dear Jeffrey: 

I am writing on behalf of the Board of Directors of Orthofix International N.V.
to express our fundamental disagreement with Ramius`s assertion that Orthofix`s
shareholders would benefit from the sale of the Blackstone Medical spine
business. We also believe that Ramius`s efforts to elect up to four
Ramius-supported nominees to the Orthofix Board would damage shareholder value. 

The purpose of this letter, however, is to address your request to call a
special meeting of shareholders to consider your proposals. As you know,
Orthofix holds an annual meeting of shareholders each year in June. A similar
meeting will be held in 2009. As part of our commitment to strong corporate
governance we do not use a staggered election process for our Board of
Directors. Rather, our governance practices require the annual election of our
entire Board, the majority of which is composed of independent directors. These
practices, and other elements of our corporate governance, are consistent with
the best practice guidance endorsed by corporate governance experts.
Accordingly, we believe that your request for a special meeting would be
duplicative, distracting to management and a waste of shareholder resources.
After all, if a special meeting results from this process it will still be
necessary for us to hold our required annual general meeting this year. 

Particularly in these challenging economic times, the Board and management team
of Orthofix are focused on ensuring that corporate resources are invested
wisely. In contrast, the process of calling and holding the special meeting that
Ramius is recommending would require unnecessary additional costs for all of our
shareholders . We believe these funds can be better spent elsewhere, for example
to make another early debt repayment or for some other appropriate corporate
purpose. We find your request to be focused on the short-term objectives of
Ramius, rather than considering what will maximize value for the Company`s
shareholder base as a whole. 

In the coming weeks, we will be communicating regularly with our shareholders to
ensure that they understand why the Board of Directors believes that the Ramius
approach to the Orthofix business is fundamentally flawed on a substantive
level. As you know, we engaged Morgan Stanley as a strategic partner to
thoroughly review and assess a number of strategic alternatives, including those
related to the Blackstone business. After Morgan Stanley`s review, the Board
unanimously affirmed its commitment to Blackstone and Orthofix`s spine strategy.


Additionally, the Board and management are making significant progress in
executing a strategic plan that is sound, and that we believe will maximize
shareholder value. In December, we announced the achievement of the major
milestone in the development of a stem cell-based allograft in partnership with
the Musculoskeletal Transplant Foundation. As a result of this achievement we
now expect full commercialization of this new allograft by June 2009.
Additionally, we are currently planning first quarter launches of two key new
products, the Firebird pedicle screw system and the PILLAR SA interbody device.
Steps have also been taken to rationalize expenses and create greater supply
chain efficiencies. And, Orthofix announced a $10 million partial debt repayment
in December. This payment was made ahead of the debt`s maturity date and is a
reflection of the confidence that the Board and management have in the expected
performance of all our businesses going forward, including Blackstone. 

In short, the Board unanimously believes the Ramius proposal runs counter to the
best interests of Orthofix`s shareholders. The request to call a special meeting
of shareholders will waste money and cause needless distraction for our
management team, which we would prefer remain focused on our businesses. We
believe if Ramius chooses to spend money in such an inefficient and, frankly,
wasteful way, those dollars should come from Ramius, not from all of Orthofix`s
shareholders. To that end, if a special meeting results from the current consent
solicitation process, we would expect that Ramius will fully pay the costs of
any such special meeting 

Sincerely, 

James F. Gero 

Chairman, Board of Directors 

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 Musculoskeletal Transplant Foundation,
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. 

Where You Can Find Additional Information

Ramius Capital and certain of its affiliates have filed a definitive proxy
statement with the SEC to solicit written requests from shareholders of Orthofix
to call a special general meeting of shareholders for the purpose of making
changes to the composition of Orthofix`s board of directors. Orthofix has filed
with the SEC a preliminary proxy statement in connection with its intent to
solicit written requests from shareholders in opposition to Ramius`
solicitation. If Orthofix holds a special general meeting at Ramius` and other
shareholders` request, Orthofix intends to file with the SEC, and distribute to
shareholders, a proxy statement opposing proposals made by Ramius. SHAREHOLDERS
ARE URGED TO READ ORTHOFIX`S DEFINITIVE PROXY MATERIALS AND ANY OTHER RELEVANT
SOLICITATION MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain
(when they are available) a free copy of proxy statements filed with the SEC by
Orthofix at the SEC`s website at www.sec.gov 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 International N.V. and its directors and certain executive officers are
participants in the solicitation of consent revocations from shareholders of
Orthofix, as well as the solicitation of proxies in connection with a special
general meeting of shareholders, if such a meeting is called. 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 by security holdings or otherwise, is set forth
in Orthofix`s proxy statement relating to the 2008 annual general meeting of
shareholders, which may be obtained free of charge at the SEC`s website at
www.sec.gov and Orthofix`s website at www.orthofix.com. More current information
regarding such persons, as well as each such person's respective interests in
Orthofix by security holdings or otherwise, will be set forth in the definitive
proxy statement materials to be filed with the SEC and distributed to
shareholders by Orthofix as described above. 



Orthofix International N.V.
Dan Yarbrough, 617-912-2903
Vice President of Investor Relations
danyarbrough@orthofix.com

Copyright Business Wire 2009

Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.