UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. ___ )
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the Registrant þ
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a Party other than the Registrant o
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Preliminary
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Confidential, for use of the
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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.
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(Name
of Registrant as Specified in its Charter)
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Registrant)
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Contact:
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Dan
Yarbrough, Vice President of Investor
Relations
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danyarbrough@orthofix.com
(617)
912-2903
ORTHOFIX
INTERNATIONALCRITICIZES RAMIUS ANNOUNCEMENT
ON
RMG REPORT AS MISLEADING AND INACCURATE
Company
Urges Shareholders to Reject Ramius Call for Unnecessary Special
Meeting
BOSTON,
January 20, 2009 – Orthofix International N.V. (NASDAQ: OFIX) today criticized a
press release issued by Ramius LLC in which the hedge fund issued statements
that may be misleading to shareholders and which may improperly infer
that proxy advisor RiskMetrics Group (RMG) supports Ramius’ intent to replace up
to four members of Orthox’s Board with their own nominees.
RMG did
issue a report noting that it does not oppose the Ramius request to call a
special meeting of shareholders, indicating that the applicable RMG standard is
to support the calling of a special meeting except in unusual situations where
the dissident’s attempt is “abusive or frivolous”. However, the RMG
report also specifically indicates that “this report does not analyze the above
arguments by the board of the company and Ramius concerning the merits of
removing and replacing the members of the current board. Such
analysis will take place if and when a special meeting is
convened.”
“At best,
we believe this press release demonstrates a lack of attention to detail by
Ramius,” said James F. Gero, Chairman of the Board of Directors of Orthofix. “We
are also concerned that Ramius’s statements may be misunderstood and that
shareholders may be misled into believing that RiskMetrics has already rendered
judgment on Ramius’s intention to replace members of our Board. This
is certainly not the case. It is important that we exercise
responsibility, professionalism and respect for all of our shareholders during
this process, and we are concerned that Ramius’ statements today do not meet
those standards.”
Chairman
Gero reaffirmed the Board’s commitment to the strategic plan put in place by the
Company, which includes strong support for the Blackstone spine
business.
The
Company has also noted its interest in reducing the unnecessary use of
shareholder resources related to Ramius’s proposals, issuing the above statement
via press release rather than through a direct shareholder mailing.
Shareholders with questions are encouraged to contact the company directly as
indicated at the end of this announcement.
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.
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 consents 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 definitive proxy statement in connection with its intent to solicit
written consent revocations 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
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
shareholders may obtain 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 written 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 definitive proxy statement relating to its intent to solicit written
consent revocations from shareholders in opposition to Ramius’ solicitation,
which may be obtained free of charge at the SEC’s website at www.sec.gov and
Orthofix’s website at www.orthofix.com.