Osteotech girds for rumble with dissident investors

There’s a fight brewing in Eatontown, N.J., over who will get to determine the future direction of Osteotech Inc. (NSDQ:OSTE), as a group of dissident investors looks to elect its own slate of directors to the company’s board.

Ahead of a planned shareholders’ meeting August 23, the dissidents — Spencer Capital Opportunity Fund LP, Boston Avenue Capital LLC and Heartland Advisors Inc. — urged stockowners to vote for its slate of directors. A fourth fund, Kairos Partners III LLP (which owns another 5.3 percent of Osteotech) added its voice in support of the dissidents August 11.

The group wants a radical change in the direction the company pursues, citing its allegedly poor performance since its current management team took the reins in 2006. Former COO Sam Owusa-Akyaw, named CEO that year, and his team oversaw a 28 percent decline in Osteotech’s stock price since they took over the company, according to an investor presentation by the dissidents.

Citing factors including the $4 million loss the company posted in 2009, the decision to let a 2005 acquisition offer from one of its main customers, the Musculoskeletal Transplant Foundation, go by the boards and the loss of a major private-label contract with Smith & Nephew plc (NYSE:SNN), the dissidents want to enact a series of reforms to turn the company around. Those include improving its balance sheet by cutting expenses and changing Ostetech’s business model by licensing or selling its products through third parties; re-assessing all “non-core activity,” including an evaluation of its European operations, shedding “product lines where launch is not feasible in [the] near-term],” and considering “divesting non-core assets to increase shareholder value.”

The group also wants to explore “alternatives for maximizing shareholder value,” likely shorthand for looking for a suitor to acquire the company. To pursue this strategy, the dissidents are nominating Palomino Capital founder and CEO Gary Alexander; former McKinsey & Co. associate principal Michelle Rachael Forrest; Michael McConnell, CEO of Collectors Universe Inc. and the former managing director of Shamrock Capital Advisors Inc.; and Dr. Kenneth Shubin Stein, a director at MRV Communications Inc. and the founder of Spencer Capital Management LLC.

Osteotech blasted back with a long rebuttal August 12, defending Owusa-Akyaw’s team’s record and the company’s improving prospects.

“Osteotech’s goal is to create a long-term sustainable growth model which will provide stockholders with returns year after year. The Company has executed this model by developing and marketing its new product franchises and building upon a broad, long-term product development pipeline that will support a dynamic financial model. Osteotech returned to profitability in the second quarter of 2010 and increased its cash position compared with the first quarter,” according to a press release. “In 2005, the Company realized a net loss of $21.1 million. Mr. Owusu-Akyaw began leading the new management team as Chief Executive Officer in 2006, and Osteotech was profitable in 2006, 2007 and 2008.”

The 2009 losses, stemming from “the termination of the Company’s tissue processing and product distribution relationship with the Musculoskeletal Transplant Foundation,” were expected, according to the release, and exacerbated by the global financial meltdown.

“The Osteotech Board of Directors strongly urges all stockholders to vote in favor of the Board’s six nominees for election at the 2010 Annual Meeting of Stockholders,” according to the release, “and to discard any proxy card representing the opposing slate nominated by the Dissident Stockholders.”

Osteotech shares were down 3.4 percent to $3.45 in early-morning trading August 12.


Josh Sandberg

Josh Sandberg is the President of Ortho Spine Partners and Partner for The De Angelis Group. He also serves as Co-Founder and Editor of OrthoSpineNews.

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