Orthofix confirms shareholder rejection of all Ramius board nominees

By Lisa Kerner

Charlotte, N.C., April 9 - Orthofix International NV said final results show that its shareholders rejected each proposal by Ramius LLC to remove four incumbent directors at a special meeting on April 2.

IVS Associates, Inc., the independent inspector of elections for the special meeting, issued a final vote count confirming that none of the dissident's nominees was elected to the company's board, an Orthofix news release said.

"The board of directors and management team of Orthofix are thankful that shareholders chose to reject the short-term focus of the Ramius proposals, instead voting to support the company's long-term strategic plan to deliver shareholder value," Orthofix chief executive officer Alan Milinazzo said in a news release.

"We have made significant progress in recent months, achieving critical milestones and improving operational effectiveness," Milinazzo said.

The company said its recent achievements include making three partial debt repayments ahead of scheduled maturity totaling $22 million, a higher gross profit margin and lower adjusted operating expenses.

As previously reported, Ramius sought to replace Milinazzo, Orthofix chairman James Gero, Peter Hewet and Walter P. von Wartburg with its nominees J. Michael Egan, Charles T. Orsatti, Steven Lee and Peter A. Feld.

Ramius sold 120,000 shares of Orthofix on April 2, cutting its stake in the company to 4.99%, according to a schedule 13D/A filing with the Securities and Exchange Commission.

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

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