Orthofix Fate in the Hands of Voters

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By Walter Eisner

The battle for the Board of Orthofix is now being taken to the shareholder voters.
On January 12, dissident shareholder, Ramius LLC sent out a letter to Orthofix shareholders asking them to vote in favor of calling a special meeting of the shareholders. At the meeting, Ramius wants to elect its own slate of board members who want the company to dump Blackstone Medical, Orthofix’s spine business.

Orthofix responded by sending out their own letter saying that the call for a meeting was unnecessary and a distraction.

The battle for votes intensified on January 20 when Orthofix accused Ramius of misleading shareholders in a press release implying that a proxy adviser was supporting the ouster of board members. Ramius had announced earlier in the day that RiskMetrics Group was advising that shareholders, “vote for Ramius’ proposal to call a special general meeting for the purpose of making substantial changes to the composition of Orthofix’s Board of Directors.”

Orthofix Chairman James Gero said this was misleading and that RiskMetrics Group was simply supporting a call for a meeting. “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.”

Ramius and Orthofix have both hired New York PR firms specializing in campaigns and crisis management. If 10% of shareholders support the call for the special meeting, the company will call the meeting and the battle for the board will take on the aura of a political convention. Arguments will be made and a vote will be taken.
Seems like we just did this.

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