Orthofix focused on strategic plan despite shareholder's actions

By Lisa Kerner

Charlotte, N.C., Dec. 23 - Orthofix International NV's board of directors filed a preliminary solicitation statement with the Securities and Exchange Commission opposing the consent solicitation by Ramius Capital.

Ramius, a 4.8% shareholder, is seeking to make changes to the company's 10-member board of directors.

"The board of directors has unanimously affirmed the strategic plan, placing our strong support behind the company's management team, the Blackstone Medical business and the commitment to a spine strategy as a core business driver," chairman of the Orthofix board James F. Gero said in a company news release.

"We believe Ramius threatens to disrupt that progress, particularly during this current period of unprecedented turbulence in the global economy," Gero said.

It was previously reported that Ramius wants to remove Gero, Peter Hewet, Alan Milinazzo and Walter P. von Wartburg from the Orthofix board and replace them with:

• J. Michael Egan, chief executive officer of Steadman Hawkins Research Foundation, an orthopedic research organization;

• Peter A. Feld, Ramius managing director;

• Steven J. Lee, president of SL Consultant Inc., a private investment firm and hedge fund; and

• Charles T. Orsatti, managing partner of Fairfield Capital Partners, Inc., a private equity fund.

In addition, Ramius said it wants Orthofix to explore the sale or disposition of Blackstone Medical, reduce corporate overhead expenses and decrease the company's debt load.

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

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