BOSTON–(BUSINESS WIRE)–Orthofix International N.V. (NASDAQ: OFIX) (the Company) announced today it sent a letter to its shareholders, which is included below, opposing the proposal being made by Ramius LLC to nominate Steven Lee to the Company’s Board of Directors at a Special Meeting of Shareholders scheduled for April 2, 2009.
Dear fellow Orthofix shareholder:
In advance of the Orthofix Special Meeting of Shareholders scheduled for April 2, 2009, we wanted to communicate some concerns that the Board of Directors has about a second Ramius nominee for the Orthofix Board, Steven Lee. In addition to having serious concerns about the qualifications of Peter Feld, in February 2009 we also notified Ramius of our concerns regarding Mr. Lee. Since that time, additional issues have come to light that raise further questions about the appropriateness of nominating Mr. Lee for the Orthofix Board.
Ramius is Ignoring the Serious Perceptual Issues That Would Be Created By Steven Lee Based on His Leadership of PolyMedica during a U.S. Department of Justice Investigation and His Board Membership at ICN Pharmaceuticals During a U.S. Securities and Exchange Commission Investigation
Steven Lee served on the Board of Directors of ICN Pharmaceuticals (now called Valeant Pharmaceuticals International) from 2001 to 2004. Following the initiation of an investigation by the Securities and Exchange Commission, Valeant restated nearly a decade of financial statements as a result of inappropriate backdating of stock options. This activity apparently took place during Mr. Lee’s tenure as a Director and a member of the Compensation Committee. We are concerned about the impact that this information could have on Orthofix and its shareholders if Mr. Lee were to assume a seat on our Board of Directors.