Tuesday
January 20, 6:30 am ET
Recommends
Shareholders Complete and Return WHITE Request Card Today
NEW
YORK--(BUSINESS WIRE)--RCG Starboard Advisors, LLC, a subsidiary of Ramius LLC,
together with their respective affiliates (the “Ramius Group”), today announced
that RiskMetrics Group (“RiskMetrics” or “RMG”), the leading independent proxy
voting advisory and corporate governance services firm formerly known as ISS,
has recommended that shareholders of Orthofix International N.V. (“Orthofix” or
the “Company”) (Nasdaq: OFIX - News) 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. Ramius is the beneficial owner of
approximately 5.1% of the Company’s outstanding common shares.
RiskMetrics
noted the following in its recommendation to its clients holding Orthofix
shares:
“RMG
policy supports the right of shareholders to call a special meeting.
Furthermore, RMG generally supports shareholders’ written consent solicitation
to call a special meeting, unless the request is abusive or
frivolous.
“Given
the information available, and the dissident’s solicitation, there is no
indication that the request to call a special meeting by Ramius is abusive or
frivolous, as it pertains to potentially material issues. Therefore, the written
request by the dissident to call a special meeting warrants shareholder support,
so that shareholders are able to exercise their franchise.”
Ramius
Partner Jeffrey C. Smith commented, “We are pleased that RiskMetrics supports
the rights of shareholders to call a special meeting and has recommended that
Orthofix shareholders vote for our proposal. We urge our fellow shareholders to
complete and return the WHITE request card as soon as possible. At the special
meeting, shareholders will then be able to elect board members that will
represent their best interests.”
Shareholders
who have questions, or need assistance in voting their shares, should call
Ramius’ proxy solicitors, Innisfree M&A Incorporated, Toll-Free at
888-750-5884 or collect at 212-750-5833. For more information on how to vote, as
well as other solicitation materials, please visit
www.ShareholdersForOrthofix.com.
About
Ramius LLC
Ramius
LLC is a registered investment advisor that manages assets in a variety of
alternative investment strategies. Ramius LLC is headquartered in New York with
offices located in London, Tokyo, Hong Kong, Munich, and Vienna.
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CERTAIN
INFORMATION CONCERNING PARTICIPANTS
Ramius
Value and Opportunity Master Fund Ltd (“Value and Opportunity Master Fund”),
together with the other participants named herein, has filed a definitive
solicitation statement and an accompanying WHITE request card with the
Securities and Exchange Commission (“SEC”) to be used to solicit written
requests from shareholders of Orthofix International N.V., a limited liability
company organized under the laws of the Netherlands Antilles (the “Company”), to
call a special general meeting of the Company for the purpose of seeking to
remove and replace certain directors of the Company.
If
successful in their solicitation of written requests to call the special general
meeting, the participants intend to file and disseminate a separate proxy
statement and proxy card relating to proposals to be voted upon at the special
general meeting.
VALUE AND
OPPORTUNITY MASTER FUND ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE
DEFINITIVE SOLICITATION STATEMENT AND OTHER SOLICITATION MATERIALS AS THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH MATERIALS ARE
AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THE CONSENT SOLICITATION WILL PROVIDE COPIES OF THE
DEFINITIVE SOLICITATION STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE
M&A INCORPORATED, AT ITS TOLL-FREE NUMBER: (888) 750-5884.
The
participants in the proxy solicitation are Value and Opportunity Master Fund,
Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”), Ramius Advisors,
LLC (“Ramius Advisors”), RCG Starboard Advisors, LLC (“RCG Starboard Advisors”),
Ramius LLC (“Ramius”), C4S & Co., L.L.C. (“C4S”), Peter A. Cohen (“Mr.
Cohen”), Morgan B. Stark (“Mr. Stark”), Thomas W. Strauss (“Mr. Strauss”),
Jeffrey M. Solomon (“Mr. Solomon”), Peter A. Feld (“Mr. Feld”), J. Michael Egan
(“Mr. Egan”), Steven J. Lee (“Mr. Lee”) and Charles T. Orsatti (“Mr.
Orsatti”).
As of the
date of this filing, Value and Opportunity Master Fund beneficially owns 765,045
shares of Common Stock of the Company. RCG Starboard Advisors, as the investment
manager of Value and Opportunity Master Fund, is deemed to be the beneficial
owner of the 765,045 shares of Common Stock of the Company owned by Value and
Opportunity Master Fund.
As of the
date of this filing, Enterprise Master Fund beneficially owns 106,935 shares of
Common Stock of the Company. Ramius Advisors, as the investment advisor of
Enterprise Master Fund, is deemed to be the beneficial owner of the 106,935
shares of Common Stock of the Company owned by Enterprise Master
Fund.
Ramius,
as the sole member of each of RCG Starboard Advisors and Ramius Advisors, C4S,
as the managing member of Ramius, and Messrs. Cohen, Stark, Strauss and Solomon,
as the managing members of C4S, are each deemed to be the beneficial owners of
the 765,045 shares of Common Stock of the Company owned by Value and Opportunity
Master Fund and the 106,935 shares of Common Stock of the Company owned by
Enterprise Master Fund. Messrs. Cohen, Stark, Strauss and Solomon share voting
and dispositive power with respect to the shares of Common Stock of the Company
owned by Value and Opportunity Master Fund and Enterprise Master Fund by virtue
of their shared authority to vote and dispose of such shares of Common
Stock.
As of the
date of this filing, none of Messrs. Feld, Egan, Lee or Orsatti directly own any
shares of Common Stock of the Company.
As
members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, each of the participants in this solicitation
is deemed to beneficially own the shares of Common Stock of the Company
beneficially owned in the aggregate by the other participants. Each of the
participants in this proxy solicitation disclaims beneficial ownership of such
shares of Common Stock except to the extent of his or its pecuniary interest
therein.
Contact:
Media
& Shareholders:
Sard
Verbinnen & Co
Dan
Gagnier/ Renée Soto/Jonathan Doorley
212-687-8080
Source:
Ramius LLC