Ramius Comments on PROXY Governance Report

Share this story with your network

NEW YORK–(BUSINESS WIRE)–RCG Starboard Advisors, LLC, an affiliate of Ramius LLC (collectively, “Ramius”), today commented on the recently issued report by PROXY Governance, Inc. in relation to the election of directors at the Orthofix International N.V. (“Orthofix” or the “Company”) (Nasdaq: OFIXNews) Special General Meeting of Shareholders on April 2, 2009. Ramius, the beneficial owner of approximately 5.7% of the Company’s outstanding common shares, is proposing to elect J. Michael Egan, Peter A. Feld, Steven J. Lee, and Charles T. Orsatti to replace James F. Gero, Peter J. Hewett, Thomas J. Kester, and Walter P. Von Wartburg on Orthofix’s Board.

Ramius Partner Jeffrey C. Smith stated, “The analysis by PROXY Governance clearly shows the massive destruction of shareholder value the current Board has overseen. Their report states, ‘There is no question the company’s post [Blackstone]-merger execution went utterly off the tracks, or that it has substantially eroded shareholder value, at least as measured by the three-year share price decline of more than 70%. There also remains serious risk, as the dissidents have emphasized, that the fledgling recovery will be sufficient to meet the increasingly rigorous Total Debt/LTM EBITDA metrics in the company’s debt covenants – let alone restore the lost market capitalization.’

“As PROXY Governance acknowledges, the Company’s current plan provides little margin for error and puts shareholders at substantial risk. Unfortunately, the advisory firm misguidedly puts full faith in the ability of the current Board to effectively oversee management’s latest set of plans and promises to remedy the issues that they themselves created. Orthofix needs new directors that are not burdened by the legacy of past mistakes and their attempts to save face.”

Leave a Comment

Your email address will not be published. Required fields are marked *

*