Orthofix shareholder Ramius retracts misleading statement about chairman

By Lisa Kerner

Charlotte, N.C., March 31 - Ramius LLC has been forced to retract a "blatantly false and misleading statement" about Orthofix International NV chairman James Gero, the company said in a news release.

Orthofix said Ramius falsely stated that Gero is "chairman of Clearwire, Inc. - [whose] stock price has declined 88% since the IPO."

Gero was not chairman, a board member nor a member of management of Clearwire at the time of its initial public offering in 2007 and has not been at any time since, Orthofix said.

Ramius included the false statement in a presentation to at least proxy advisory firm RiskMetrics Group/ISS, according to an Orthofix news release.

Orthofix said the statement "disparaged" Gero's professional reputation and "misled shareholders about his background."

Ramius retracted the false statement in a Monday filing with the Securities and Exchange Commission, saying "While James Gero was not chairman or a board member of Clearwire, Inc. at the time of its IPO in 2007 or since then, he has been a director of Orthofix since 1998 and has served as chairman since 2004."

"We want shareholders to understand the true facts, and today we call on Ramius to correct the record on the other false statements it has made about Orthofix as well," Gero said in the release.

"Additionally, Ramius should state clearly whether their corrective statement made yesterday was made as a result of the SEC forcing them to take such action, as we believe that shareholders would want to know."

Orthofix said that Ramius falsely:

• Stated that Orthofix board member Thomas J. Kester has no public or private board experience;

• Stated the company's office location is among the most expensive real estate in Boston; and

• Accused Orthofix of scheduling the special meeting as late as possible under Netherlands Antilles law.

Orthofix, a Curacao, the Netherlands Antilles-based diversified orthopedic products company, had previously questioned the qualifications of Ramius nominees Steven Lee and Peter A. Feld.

Ramius also nominated J. Michael Egan and Charles T. Orsatti for election to the Orthofix board in its bid to replace Gero, Peter Hewet, Alan Milinazzo and Walter P. von Wartburg.

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