RCG Starboard Advisors, LLC, an affiliate of Ramius LLC (collectively,
"Ramius”), today announced that Glass Lewis & Co, an independent proxy
voting advisory service, has called for change on the Board of Directors
of Orthofix International N.V. (NASDAQ: OFIX) at the upcoming April 2,
2009 Special General Meeting of Shareholders. Glass Lewis recommended
that its clients vote on Ramius’ Gold proxy card to elect Charles T.
Orsatti and to remove current director Peter J. Hewett. Ramius is the
beneficial owner of approximately 5.7% of the Company’s outstanding
common shares.
In its report, Glass Lewis made the following comments in support of its
conclusion that change is needed on the Orthofix Board:
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"We believe that [Ramius] has raised important concerns regarding the
Company’s performance and strategic direction.”
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"[W]e are troubled at the seemingly reactionary nature of the Board’s
actions”.
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"The restructuring plan was only announced around the time that
[Ramius] publicly expressed its concerns and sought to call the
special meeting.”
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"[T]he write down [of 93% of the acquisition cost of Blackstone] calls
into question the overall success of the acquisition.”
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"Four of the ten Orthofix directors are either affiliated with the
Company or are insiders. We believe this raises concerns about the
objectivity and independence of the board and its ability to perform
its proper oversight role.”
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"[W]e believe that the presence of new independent directors on the
Orthofix board could provide valuable insight into the Company’s
governance and business strategy.”
In its report, Glass Lewis also gave the company an "F” grade under its
proprietary pay-for-performance model. We understand that only about 10%
of all companies in the Glass Lewis research universe receive this
failing grade.
Ramius Partner Jeffrey C. Smith stated, "In its analysis, Glass Lewis
highlights serious issues with the current Orthofix Board and concludes
that new independent directors would add value to the board of Orthofix.”
Added Smith, "In addition to Glass Lewis’ recommendation to support our
nominee, just last week, RiskMetrics Group, another leading independent
proxy advisory firm recommended shareholders support three of the four
Ramius nominees including J. Michael Egan, Peter A. Feld, and Charles T.
Orsatti to replace three current directors. We believe these independent
third-party recommendations are true validation of the need for change
on the Orthofix board.”
Concluded Smith, "We urge our fellow shareholders to send a message to
the current Board by voting the GOLD proxy card today to elect all four
of Ramius’ independent nominees who are firmly committed to the future
success of Orthofix.”
About Ramius LLC
Ramius LLC is a registered investment advisor that manages assets in a
variety of alternative investment strategies. Ramius LLC is
headquartered in New York with offices located in London, Tokyo, Hong
Kong, Munich, and Vienna.