Orthofix International N.V. (NASDAQ: OFIX) (the Company) announced today
that independent proxy advisor Egan-Jones Proxy Services has recommended
against all of the nominees proposed for the Company’s Board by a
dissident shareholder in their ongoing proxy contest. Egan-Jones’ report
concluded that:
"While acknowledging the Company’s troubles, we fail to be convinced
that the dissidents’ efforts would bring a desirable contribution to the
Company, particularly in light of the absence of a credible plan on
their part. Consequently, we do not believe that the dissidents’ efforts
deserve our support. We recommend a vote "AGAINST” this Proposal on
the BLUE proxy card provided by the management.”
In citing "the absence of a credible plan” by Ramius, the
Egan-Jones report echoed a similar sentiment expressed by two other
independent advisory firms. PROXY Governance urged shareholders to
reject all of the Ramius nominees, stating, "The problem with the
dissident campaign is not an inability to evaluate what went wrong, but
the profound absence of a plan to effect a credible recovery.”
Likewise, Glass Lewis recommended against 3 of 4 Ramius nominees,
calling the Ramius plan "particularly light on details” and
stating "the Dissident does not have a plan to pursue specific
operating strategies to address its concerns regarding the Company's
performance.”
By executing the strategy of the current Board of Directors, Orthofix
has made significant progress in recent months. As noted by an industry
analyst at Jefferies & Company, "In our opinion, OFIX's decision
to judiciously employ improving cash flows to pay down debt is sound.
OFIX has steadily made prepayments to reduce the principle amount owed
and the strategy to further delever as cash flows improve is crucial to
avoid a covenant breach as the leverage ratio will come down to 3.25x in
Q4:09 and 2.85 in Q1:10. OFIX's projection of an improving EBITDA run
rate is consistent with our model, and we do not expect OFIX to break
any covenants."
On March 24, 2009, the Company announced it had made a third, $5
million, partial debt repayment ahead of maturity. The Company has made
a number of other recent positive announcements, including improved
performance at Blackstone.
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On February 12, the Company released its full year 2008 results and
2009 guidance, showing substantial improvement in the operating
performance of the spinal implant and biologic business, including
increased revenue, a higher gross profit margin and lower adjusted
operating expenses.
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On February 11, 2009, Orthofix announced the acceleration of the
launch date of Trinity(R) Evolution(TM), the next generation adult
stem cell-based allograft developed in collaboration with the
Musculoskeletal Transplant Foundation (MTF). The limited market
release is now expected to occur by May 1st of this year, two months
ahead of schedule. This development followed a December 15, 2008
announcement that Orthofix and MTF had achieved a major development
milestone, which was also ahead of schedule.
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Orthofix also initiated the limited market release of two new
products, the Firebird(TM) pedicle screw system and the PILLAR(TM) SA
interbody device, both of which are expected to be fully launched in
the first quarter of 2009.
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In December 2008 Orthofix made a $10 million partial debt repayment,
ahead of the scheduled maturity date. At December 31, 2008 our
debt-to-EBITDA ratio as defined in our amended credit facility was 3.4
versus the maximum allowable ratio of 4.0. This gave us approximately
$49 million of available debt capacity at December 31, 2008. When the
maximum allowable debt-to-EBITDA ratio decreases to 3.5 at September 30th
of this year, we expect the last 12 months' total EBITDA used in the
calculation of the leverage ratio to be significantly higher than the
amount used in the calculation at December 31, 2008. This is because
the calculation will no longer include the increase in inventory
reserve of $11.5 million recorded in the third quarter of 2008.
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In February 2009, the Company made a second, $7 million, partial debt
repayment and announced a consolidation plan that will create cost
savings and synergies between the operating groups of the Company.
Orthofix continues to urge its shareholders to vote on the BLUE proxy
card as recommended by the 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 Orthopedic Research and Education Foundation, Rutgers
University, 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.
Important Additional Information
Orthofix International N.V. ("Orthofix") has filed a definitive proxy
statement, dated February 26, 2009, with the SEC in connection with a
special general meeting of shareholders of Orthofix to be held on April
2, 2009 at which Ramius Capital and certain of its affiliates propose to
make changes to the composition of Orthofix's board of directors.
SHAREHOLDERS ARE URGED TO READ ORTHOFIX'S DEFINITIVE PROXY MATERIALS AND
ANY OTHER RELEVANT SOLICITATION MATERIALS FILED BY ORTHOFIX WITH THE SEC
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders
may obtain a free copy of the proxy statement and other materials filed
by Orthofix with the SEC at the SEC's website at www.sec.gov,
at Orthofix's website at www.orthofix.com,
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 and its directors and certain executive officers are
participants in the solicitation of proxies in connection with the
special general meeting of shareholders. 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 (whether through
ownership of Orthofix securities or otherwise), is set forth in
Orthofix's definitive proxy statement dated February 26, 2009, which may
be obtained free of charge at the SEC's website at www.sec.gov,
Orthofix's website at www.orthofix.com,
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).