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Published on 12/3/2008 in the Prospect News Special Situations Daily.

Orthofix shareholder seeks sale of Blackstone Medical, wants to replace board members

By Lisa Kerner

Charlotte, N.C., Dec. 3 - Orthofix International NV shareholder Ramius LLC made several suggestions to the company that it believes would increase shareholder value and protect the long-term interests of shareholders.

Ramius made its comments in a Dec. 3 letter to Orthofix shareholders.

In the letter, Ramius, a 4.7% shareholder, urged Orthofix to:

• Engage a strategic adviser to explore a sale or disposition of Blackstone Medical, Inc.;

• Reduce corporate overhead expenses; and

• Decrease the company's heavy debt load.

In addition, Ramius said it intends to seek shareholder support to call a special meeting for the purpose of replacing up to four members of the Orthofix board of directors.

Ramius partner Jeffrey C. Smith called Orthofix's acquisition of Blackstone Medical, a Springfield, Mass.-based international spine product company, "a failure."

"Prior to the acquisition of Blackstone, Orthofix was a healthy and debt-free company that had reasonable growth, strong profits and substantial free cash flow," Smith said.

Orthofix is a Curacao, the Netherlands-based diversified orthopedic products company.


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