NEW YORK–(BUSINESS WIRE)–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 – News) 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:
> “We believe that [Ramius] has raised important concerns regarding the Company’s performance and strategic direction.”
> “[W]e are troubled at the seemingly reactionary nature of the Board’s actions”.
> “The restructuring plan was only announced around the time that [Ramius] publicly expressed its concerns and sought to call the special meeting.”
> “[T]he write down [of 93% of the acquisition cost of Blackstone] calls into question the overall success of the acquisition.”
> “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.”
> “[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.”
