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