UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant ¨
Filed by
a Party other than the Registrant x
Check the
appropriate box:
o Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive
Additional Materials
x Soliciting
Material Under Rule 14a-12
|
ORTHOFIX
INTERNATIONAL
N.V.
|
|
(Name
of Registrant as Specified in Its Charter)
|
|
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
|
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(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:
¨ Fee
paid previously with preliminary materials:
¨ Check
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. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount
previously paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
SUPPLEMENT
DATED JANUARY 22, 2009 TO THE SOLICITATION STATEMENT
OF
THE RAMIUS GROUP DATED JANUARY 7, 2009
GENERAL
INFORMATION
The
following information supplements the Ramius Group’s Solicitation Statement
dated January 7, 2009, and should be read in conjunction with the Solicitation
Statement and its annexes and other relevant documents, if any, filed by the
Ramius Group with the Securities and Exchange Commission. To the extent
information differs from, updates or conflicts with information in the original
Solicitation Statement, the information in this supplement supersedes the
information in the Solicitation Statement. This supplement is dated January 22,
2009. Capitalized terms used in this supplement have the meaning given to such
terms in the Solicitation Statement.
As
disclosed in the Solicitation Statement, the Ramius Group seeks shareholder
support to request that the Company call a special general meeting of the
Company’s shareholders pursuant to Article 129 of the Netherlands Antilles Civil
Code for the purpose of removing four (4) members of the current Board of
Directors of the Company (the “Board”), without cause, including any directors
appointed by the Board without shareholder approval between December 10, 2008
and up through and including the date of the special general meeting of
shareholders. If the removal of such directors is approved by shareholders at
the special general meeting, then the Ramius Group will also seek to elect
directors to fill up to four (4) resulting vacancies on the
Board. The Ramius Group is only soliciting shareholders’ request to
call the special general meeting at this time. The Ramius Group is not currently
seeking shareholders’ proxy, consent, authorization or agent designation for
approval of the aforementioned proposals or any other actions. In the event the
special general meeting is called, the Ramius Group will send shareholders proxy
materials relating to the Proposals to be voted upon at the special general
meeting.
SUPPLEMENTAL
SOLICITATION STATEMENT INFORMATION
The
Solicitation Statement discloses that in the event that the special general
meeting is called and held, the Ramius Group will seek shareholder support to
remove, without cause, four (4) members of the current Board, James F. Gero,
Peter Hewet, Alan Milinazzo and Walter P. von Wartburg.
In
addition to serving as a current member of the Board, Alan Milinazzo serves as
the President and CEO of Orthofix. As a matter of good corporate
governance, the Ramius Group believes there are certain benefits of a CEO also
serving as a director of a company, such as ensuring that both management and
the board act with a common purpose. To that end, the Ramius Group
believes that Mr. Milinazzo, as the current CEO, should remain as a member of
the Board. It is then the responsibility of the Orthofix Board to
evaluate the performance of management and determine whether or not a change is
necessary. Therefore, the Ramius
Group is hereby supplementing the Solicitation Statement solely to
disclose that in the event the special general meeting is called and held, the
Ramius Group will seek to remove, without cause, four (4) members of the current
Board, James F. Gero, Peter Hewett, Thomas J. Kester, and Walter P. von
Wartburg. Except as specifically modified or supplemented by
the information contained in this supplement, all information set forth in the
Solicitation Statement remains applicable. In the event the Ramius
Group is successful in its solicitation of written requests to call the special
general meeting, the Ramius Group intends to file and disseminate a separate
proxy statement and proxy card relating to the proposals to be voted upon at the
special general meeting.
The
Ramius Group urges you to sign, date and return the WHITE request card to call a
special general meeting.
We urge
you not to sign any revocation of consent card that may be sent to you by
Orthofix. If you have done so, you may revoke that revocation of consent by
delivering a later dated WHITE request card to the
Ramius Group, in care of Innisfree M&A Incorporated, which is assisting us,
at their address listed on the following page, or to the principal executive
offices of Orthofix.
YOUR
WRITTEN REQUEST IS IMPORTANT!
If you
have any questions or require any additional information concerning this
supplement to the Solicitation Statement of the Ramius Group, please
contact:
501
Madison Avenue, 20th Floor
New
York, NY 10022
Stockholders
call toll free: 888-750-5884
Banks
and brokers call collect: 212-750-5833