PRELIMINARY
COPY SUBJECT TO COMPLETION
ORTHOFIX
INTERNATIONAL N.V.
|
|
SOLICITATION
STATEMENT
TO
REQUEST A SPECIAL GENERAL MEETING OF SHAREHOLDERS
BY
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND
LTD
|
WHY
YOU WERE SENT THIS SOLICITATION STATEMENT
Ramius
Value and Opportunity Master Fund Ltd, a Cayman Islands
exempted company (“Value and Opportunity Master Fund”), Ramius Enterprise Master
Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), Ramius
Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), RCG
Starboard Advisors, LLC, a Delaware limited liability company (“RCG Starboard
Advisors”), Ramius LLC, a Delaware limited liability company (“Ramius”), C4S
& Co., L.L.C., a Delaware limited liability company (“C4S”), Peter A. Cohen
(“Mr. Cohen”), Morgan B. Stark (“Mr. Stark”), Thomas W. Strauss (“Mr. Strauss”),
Jeffrey M. Solomon (“Mr. Solomon”), J. Michael Egan (“Mr.
Egan”), Peter A. Feld (“Mr. Feld”), Steven J. Lee (“Mr. Lee”) and Charles
T. Orsatti (“Mr. Orsatti”) (collectively, the “Ramius Group”) are hereby
asking you to help them request that the management of Orthofix International
N.V., a limited liability company organized under the laws of the
Netherlands Antilles (“Orthofix” or the “Company”), call a special general
meeting of shareholders of the Company. This solicitation statement and the
accompanying WHITE request card are being furnished to holders of the Company’s
common stock (the “Common Stock”). The Ramius Group seeks to request
that the Company call a special general meeting of the Company’s shareholders
for the following purposes: (i) to remove four (4) members of the
current Board of Directors of the Company (the “Board”), James F. Gero, Peter
Hewet, Alan Milinazzo and Walter P. Von Wartburg, without cause, (ii) to remove,
without cause, any directors appointed by the Board without shareholder approval
between [______ __], 2008 and up through and including the date of the special
general meeting of shareholders], (iii) in the event Proposal (i) is approved,
to elect directors to fill up to four (4) vacancies created by the removal of
directors, and (iv) to transact such other business as may properly come before
the special general meeting (items (i) through (iv) above collectively referred
to as the “Proposals”). At this time, the Ramius Group is only
soliciting your request to call the special general meeting. The Ramius Group is
not currently seeking your proxy, consent, authorization or agent designation
for approval of the Proposals or any other actions. In the event the special
general meeting is called, the Ramius Group will send you proxy materials
relating to the Proposals to be voted upon at the special general
meeting.
Article
129 of the Netherlands Antilles Civil Code (the “Antilles Code”) provides that
shareholders who alone or jointly may cast at least 10% of the votes with regard
to a specific subject matter may request in writing that the management or
supervisory board convene a special general meeting of shareholders to consider
and decide such subject matter. As of December 5, 2008, the Ramius
Group collectively beneficially owned, and had the right to vote, 815,280 shares
of the Company’s Common Stock, representing approximately 4.8% of the
outstanding Common Stock of the Company.
This
solicitation statement and the accompanying WHITE request card are first being mailed to
shareholders on or about ______ __, 2008. Requests to call a special
general meeting should be delivered as promptly as possible, by mail (using the
enclosed envelope), to the Ramius Group’s Solicitation Agent, Innisfree M&A
Incorporated, as set forth below. This solicitation statement and
accompanying WHITE request card will be sent to all holders of Common Stock as
of ______ __, 2008.
THIS
SOLICITATION IS BEING MADE BY THE RAMIUS GROUP, AND NOT ON BEHALF OF THE
COMPANY’S BOARD. AT THIS TIME, THE RAMIUS GROUP IS NOT CURRENTLY
SEEKING YOUR PROXY, CONSENT, AUTHORIZATION OR WRITTEN CONSENT FOR APPROVAL OF
THE PROPOSALS. THE
RAMIUS GROUP IS ONLY SOLICITING YOUR WRITTEN REQUEST TO CALL THE SPECIAL GENERAL
MEETING. AFTER THE SPECIAL GENERAL MEETING HAS BEEN CALLED, THE
RAMIUS GROUP WILL SEND YOU PROXY MATERIALS URGING YOU TO VOTE IN FAVOR OF THE
PROPOSALS. YOUR WRITTEN REQUEST IS IMPORTANT, NO MATTER HOW MANY OR
HOW FEW SHARES YOU OWN. THE RAMIUS GROUP URGES YOU TO SIGN, DATE AND RETURN THE
ENCLOSED WHITE REQUEST
CARD TO CALL A SPECIAL GENERAL MEETING.
IMPORTANT
IF YOUR
SHARES OF COMMON STOCK ARE REGISTERED IN YOUR OWN NAME, PLEASE SIGN, DATE AND
MAIL THE ENCLOSED WHITE
REQUEST CARD TO INNISFREE M&A INCORPORATED IN THE POSTAGE-PAID ENVELOPE
PROVIDED.
IF YOUR
SHARES OF COMMON STOCK ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK NOMINEE OR
OTHER INSTITUTION, ONLY IT CAN SIGN A WHITE REQUEST CARD WITH
RESPECT TO YOUR SHARES AND ONLY UPON RECEIPT OF SPECIFIC INSTRUCTIONS FROM YOU.
ACCORDINGLY, YOU SHOULD CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE
INSTRUCTIONS FOR A WHITE
REQUEST CARD TO BE SIGNED REPRESENTING YOUR SHARES OF COMMON STOCK. THE
RAMIUS GROUP URGES YOU TO CONFIRM IN WRITING YOUR INSTRUCTIONS TO THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND TO PROVIDE A COPY OF SUCH INSTRUCTIONS TO
RAMIUS IN CARE OF INNISFREE M&A INCORPORATED TO THE ADDRESS BELOW, SO THAT
THE RAMIUS GROUP WILL BE AWARE OF ALL INSTRUCTIONS GIVEN AND CAN ATTEMPT TO
ENSURE THAT SUCH INSTRUCTIONS ARE FOLLOWED.
IF YOU
HAVE ANY QUESTIONS ABOUT EXECUTING OR DELIVERING YOUR WHITE REQUEST CARD OR REQUIRE
ASSISTANCE, PLEASE CONTACT:
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
Stockholders
Call Toll-Free at: (877) 800-5884
Banks and
Brokers Call Collect at: (212) 750-5833
WE
ARE DISSATISFIED WITH THE CURRENT BOARD OF DIRECTORS
We are
dissatisfied with the performance of the current Board. The Ramius Group, as a
significant shareholder of Orthofix, has a vested financial interest in the
maximization of the value of the Company’s Common Stock. Our
interests are aligned with the interests of all shareholders. The Ramius Group
believes that requesting a special general meeting will provide the Company’s
shareholders an opportunity to (i) express any dissatisfaction that they may
have with the current affairs of the Company and performance of the current
Board and (ii) designate new directors who are committed to acting in the best
interests of all shareholders.
The
Ramius Group believes that the Company’s shares are currently trading at a
significant discount to intrinsic value. In our opinion, the
discounted share price is due to, among other things, the ill-conceived and
poorly-executed acquisition of Blackstone Medical (“Blackstone”), excessive
corporate overhead and disappointing operating performance. We
believe there is a tremendous opportunity at Orthofix to substantially increase
shareholder value and to protect the long-term interests of
shareholders.
We have
serious concerns regarding the future performance and financial stability of
Orthofix under the direction of the current Board. Orthofix faces
substantial operational and financial challenges primarily resulting from the
acquisition of Blackstone in August 2006 for $333 million. Despite
heavy investments of capital and resources into Blackstone, operating
performance has declined precipitously to a level where Blackstone now generates
material operating losses and negative free cash flow. In our
opinion, the acquisition was a failure from the outset. We believe
management and the Board failed to properly address critical risk factors during
due diligence, failed to implement and execute a viable operating plan, and, in
light of the recent restructuring announcement, has once again failed to take
sufficient action. The acquisition of Blackstone saddled Orthofix
with a heavy debt load which has now put the Company in a precarious
position. The recently announced, costly amendment to the term loan
only provides some covenant leniency for the short-term. The covenants tighten
in late 2009 requiring significant improvement in EBITDA or substantial
reductions in total debt. In order to alleviate these issues, the
Ramius Group believes Blackstone should be sold on the most favorable terms
possible. To that end, the Ramius Group believes that shareholders
require immediate representation on the Board to ensure that their best
interests are protected.
Given the
Board’s history of weak oversight and poor judgment, we have serious concerns
about the ability and willingness of the current Board to make the necessary
structural and operational changes that we believe are required in order to
improve shareholder value. The current management team and Board have put the
future of Orthofix in jeopardy due to a highly-levered balance sheet and the
continued deterioration of Blackstone.
The
Ramius Group believes swift action to sell Blackstone and reduce corporate
overhead expenses is imperative, especially in light of current market
conditions. We do not believe shareholders can afford to sit idly by
while shareholder value continues to sharply deteriorate. Therefore,
we feel it is appropriate at this time for shareholders to take immediate action
to make substantial changes to the composition of the Board. We are
seeking your support to request the Company call a special general meeting of
shareholders in accordance with the applicable provisions of the Antilles
Code. If we are successful in our solicitation of written requests
and the special general meeting of shareholders is called and held, the Ramius
Group expects to present, at the special general meeting, a proposal to remove
four members of the current Board, James F. Gero, Peter Hewet, Alan Milinazzo
and Walter P. Von Wartburg, and to replace them with director candidates that
have the appropriate skills and fortitude to implement significant changes for
the benefit of all Orthofix shareholders.
PAST
CONTACTS
On
September 16, 2008, certain members of the Ramius Group participated on a
conference call with Daniel Yarbourough, Vice President of Investor
Relations. The purpose of the call was to gain a better understanding
of the business of the Company.
On
September 25, 2008, certain members of the Ramius Group attended a presentation
at the UBS Conference where Daniel Yarbourough, Vice President of Investor
Relations, made a presentation to the conference attendees regarding the
Company.
On
October 29, 2008, certain members of the Ramius Group traveled to the corporate
headquarters of the Company in Boston to meet with Alan Millinazzo, President
and Chief Executive Officer, and Daniel Yarbourough, Vice President of Investor
Relations. The purpose of the meeting was to gain a better
understanding of the business of the Company and to discuss certain alternatives
that the Ramius Group felt could improve shareholder value.
On
November 24, 2008, certain members of the Ramius Group participated on a
conference call with Robert Vaters, Executive Vice President and Chief Financial
Officer, and Daniel Yarbourough, Vice President of Investor
Relations. The purpose of the call was to introduce the Ramius Group
to the newly-appointed Chief Financial Officer and to discuss specific financial
and strategic items regarding the Company.
On
November 26, 2008, certain members of the Ramius Group participated on a
conference call with Robert Vaters, Executive Vice President and Chief Financial
Officer, and Daniel Yarbourough, Vice President of Investor
Relations. The purpose of the call was to continue the discussion
from the November 24, 2008 conference call and to provide feedback regarding
initiatives the Ramius Group believes would improve shareholder
value.
On
December 2, 2008, the Ramius Group issued an open letter to shareholders of the
Company outlining its views regarding the Company and specific actions it felt
should be taken by the Company in order to improve shareholder
value. The letter also outlined the Ramius Group’s intention to
proceed with a consent solicitation in order to call a general special meeting
of shareholders for the purpose of making substantial changes to the composition
of the Board.
On
December 2, 2008, certain members of the Ramius Group spoke with Robert Vaters,
Executive Vice President and Chief Financial Officer, regarding the
aforementioned letter.
On
December 3, 2008, certain members of the Ramius Group spoke with Robert Vaters,
Executive Vice President and Chief Financial Officer. Mr. Vaters
contacted the Ramius Group to inform the Ramius Group that due to the receipt of
the aforementioned letter, the Company had cancelled a pre-arranged conference
call between the Ramius Group and Michael Finegan, an employee of the
Company.
On
December 3, 2008, certain members of the Ramius Group spoke with Alan
Millinazzo, President and Chief Executive Officer, regarding the aforementioned
letter.
On
December 4, 2008, the Company filed a press release acknowledging the receipt of
the aforementioned letter.
THE
SPECIAL GENERAL MEETING
The
Ramius Group is soliciting written requests to have the Company call the special
general meeting of shareholders pursuant to the Antilles Code. The
Ramius Group is furnishing this Solicitation Statement and the WHITE request
card to enable you and the Company’s other shareholders to support us in
requesting the special general meeting be called and held. For the special
general meeting to be properly requested in accordance with the Antilles Code,
written requests in favor of the call of the special general meeting must be
executed by the holders of not less than 10% of all votes entitled to be cast at
such meeting. According to the Company’s Form 10-Q for the quarterly
period ended September 30, 2008, as of November 7, 2008 there were 17,101,718
shares of the Company's Common Stock outstanding. Based on such number, and the
fact that the Ramius Group already owns in the aggregate 815,280 shares of
Common Stock, additional written requests to call a special general meeting from
holders of an aggregate of at least 894,892 shares of Common Stock will be
required to request the Company to call the special general
meeting. Please
complete, sign and return the enclosed WHITE request card before ___________,
2008. The
failure to sign and return the WHITE request card will have the same effect as
opposing the call of a special general meeting.
If the
Ramius Group is successful in its solicitation of written requests, the Company
will be required under the Antilles Code to call and hold the special general
meeting. Upon receipt of the requisite number of written requests
from shareholders in favor of calling a special general meeting, the Ramius
Group anticipates delivering such written requests to the Company
promptly. Under the Antilles Code, if the management or Board fails
to comply with the request within fourteen (14) days from its receipt of such
request, then the Ramius Group may proceed to convene the special general
meeting. The Antilles Code also requires the Company, in complying
with a request to convene a special general meeting, to provide shareholders
written notice of the venue and agenda items at least twelve (12) days before
the date of the special general meeting.
After the
special general meeting is called, the Ramius Group intends to solicit proxies
from you in support of the Proposals by sending you a notice of the special
general meeting, a proxy statement and a proxy card for use
therewith. At the special general meeting, the shareholders will be
asked to vote “For” the Proposals.
The
Ramius Group expects to request, in any future proxy solicitation relating to
the special general meeting, authority (i) to initiate and vote for proposals to
recess or adjourn the special general meeting for any reason and (ii) to oppose
and vote against any proposal to recess or adjourn the special general meeting.
The Ramius Group does not currently anticipate additional proposals on any
substantive matters. Nevertheless, the Ramius Group reserves the right to either
modify the Proposals or cause additional proposals to be identified in the
notice of, and in, the proxy materials for the special general meeting. The
Ramius Group is not aware of any other proposals to be brought before the
special general meeting. However, should other proposals be brought before the
special general meeting, the Ramius Group will vote its proxies on such matters
in its discretion.
WRITTEN
REQUEST PROCEDURES
Pursuant
to this Solicitation Statement, Ramius is soliciting written requests from
holders of outstanding shares of Common Stock to call the special general
meeting. By executing a request, a shareholder is requesting the Company to call
the special general meeting and designate specified persons as the shareholder’s
agents and is authorizing the designated agents (i) to request that the Company
call the special general meeting, (ii) to set the place, date and time of the
special general meeting, if held to be permissible, and (iii) to exercise all
rights of the holders of shares of Common Stock incidental to calling and
convening the special general meeting and causing the purposes of the authority
expressly granted pursuant to the written requests to the designated agents to
be carried into effect. Please
note that written requests to call the special general meeting do not grant the
designated agent(s) the power to vote your shares of Common Stock at the special
general meeting and do not commit you to cast any vote in favor or against any
proposal to be brought before the special general meeting. To
vote on the matters to be brought before the special general meeting you must
vote by proxy or in person at the special general meeting.
You may
revoke your written request to have the Company call a special general meeting
at any time before the delivery of requests from holders of shares representing
in the aggregate, including shares held in the aggregate by the members of the
Ramius Group, the requisite 10% vote by delivering a written revocation to the
Ramius Group in care of Innisfree M&A Incorporated at the address set forth
on the back cover of this Solicitation Statement. Such a revocation must clearly
state that your written request to call a special general meeting is no longer
effective. Any revocation of a written request to call a special
general meeting will not affect any action taken by the designated agent
pursuant to the written request prior to such revocation. Although
such revocation is also effective if delivered to the Secretary of the Company
or to such other recipient as the Company may designate as its agent, the Ramius
Group requests that either the original or photostatic copies of all revocations
be mailed or faxed to the Ramius Group, care of Innisfree M&A Incorporated,
so that the Ramius Group will be aware of all revocations and can more
accurately determine if and when enough requests have been received from
shareholders. Upon receipt of the requisite number of written
requests from shareholders in favor of calling a special general meeting, the
Ramius Group anticipates delivering such written requests to the Company
promptly. If your shares of Common Stock are held in the name of a
brokerage firm, bank nominee or other institution, only it can sign a written
request or revoke any request previously given with respect to your shares and
only upon receipt of your specific instructions. Accordingly, please contact the
person responsible for your account and give instructions for a WHITE request
card representing your shares to be signed. The Ramius Group urges you to
confirm in writing your instructions to the person responsible for your account
and to provide a copy of such instructions to the Ramius Group in care of
Innisfree M&A Incorporated at the address set forth on the back cover of
this Solicitation Statement so that the Ramius Group will be aware of all
instructions given and can attempt to ensure that such instructions are
followed.
SOLICITATION
OF REQUESTS; EXPENSES.
The
entire expense of preparing and mailing this Solicitation Statement and any
other soliciting material and the total expenditures relating to the
solicitation of requests to call the special general meeting (including, without
limitation, costs, if any, related to advertising, printing, fees of attorneys,
financial advisors, solicitors and accountants, public relations, transportation
and litigation) will be borne by the Ramius Group. In addition to the
use of the mails, requests may be solicited by the Ramius Group by telephone,
telegram, and personal solicitation. Banks, brokerage houses, and other
custodians, nominees, and fiduciaries will be requested to forward solicitation
material to the beneficial owners of the Common Stock that such institutions
hold, and the Ramius Group will reimburse such institutions for their reasonable
out-of-pocket expenses.
Ramius
has retained Innisfree M&A Incorporated, a proxy solicitation firm, to
assist in the solicitation of requests and the proxy solicitation in connection
with the special general meeting and at a fee not to exceed $[______] plus
reimbursement of reasonable out-of-pocket expenses. Innisfree M&A
Incorporated will be indemnified against certain liabilities and expenses,
including certain liabilities under the federal securities laws. That
firm will utilize approximately [__] persons in its solicitation
efforts.
The
Ramius Group estimates that its total expenditures relating to the solicitation
of requests to call a special general meeting and the solicitation of proxies
for approval of the Proposals at the special general meeting will be
approximately $[_____] (including, without limitation, costs, if any, related to
advertising, printing, fees of attorneys, financial advisors, solicitors and
accountants, public relations, transportation, and litigation). Total
cash expenditures to date relating to these solicitations have been
approximately $[_____].
If the
Ramius Group is successful in its solicitation of requests to call a special
general meeting and in its solicitation of proxies approving the Proposals at a
special general meeting, it intends to seek reimbursement from the Company for
the actual expenses incurred in connection with this solicitation and the
solicitation of proxies approving the Proposals in connection with the special
general meeting. Following the special general meeting, the Ramius Group will
request that the Board approve a reimbursement of such expenses. The
Ramius Group does not currently intend to submit such matter to a vote of the
Company’s shareholders.
THE
NOMINEES
In the
event that the special general meeting is called and held and shareholders
approve the Ramius Group’s proposal to remove four (4) members of the current
Board, James F. Gero, Peter Hewet, Alan Milinazzo and Walter P. Von Wartburg,
without cause at the special general meeting, the Ramius Group will seek
shareholder support to elect four (4) nominees for election to the Board to fill
the ensuing vacancies (the “Ramius Nominees”). Set forth below are
the name, age, business address, present principal occupation, and
employment and material occupations, positions, offices, or employments for the
past five years of each of the proposed Ramius Nominees. The Ramius
Group reserves the right to nominate substitute persons for any of the nominees
named herein. This information has been furnished to the Ramius Group by the
Ramius Nominees. The Ramius Nominees are citizens of the United
States of America.
J.
Michael Egan (Age 55) has served as the Chief Executive Officer of
Steadman Hawkins Research Foundation, an orthopedic research organization, since
November 2006. From April 1996 through May 2004, Mr. Egan served as
the President and CEO of Bluebird Development, LLC, a financial partnership with
Kobayashi Pharmaceutical Company, an Osaka, Japan-based major distributor of
medical devices in Asia. Mr. Egan currently serves on the Board of
Cardica, Inc., a designer, manufacturer and marketer of proprietary automated
anastomotic systems used by surgeons to perform coronary artery bypass surgery,
and served as its Chairman from August 2000 until January 2007. Mr.
Egan also serves as the Chairman of the Board of Directors at iBalance Medical,
a privately held medical device company, and is a director of several other
privately held companies. The
principal business address of Mr. Egan is c/o Steadman Hawkins Research
Foundation, 181 West Meadow Drive, Suite 1000, Vail, Colorado 81657.
Mr. Egan does not directly own any securities of Orthofix nor has he made
any purchases or sales of any securities of Orthofix during the past two
years. Mr. Egan, as a member of the Ramius Group, is deemed to be the
beneficial owner of the shares of Common Stock owned by the members of the
Ramius Group. For information regarding purchases and sales during
the past two years by the members of the Ramius Group of securities of Orthofix
that are deemed to be beneficially owned by Mr. Egan, see Schedule
I.
Peter Feld (Age 29) is a
Managing Director of Ramius LLC, a position he has held since November
2008. Prior to becoming a Managing Director, Mr. Feld served as
Director at Ramius LLC from February 2007 to November 2008. Mr. Feld
joined Ramius LLC as an Associate in February 2005. From June 2001 to
July 2004 Mr. Feld was an investment banking analyst at Banc of America
Securities, LLC, the investment banking arm of Bank of America Corporation, a
bank and financial holding company. Mr. Feld currently serves on the
Board of Directors of CPI Corp. (NYSE:CPY), a leading portrait studio operator
in North America. The principal business address of Mr. Feld is c/o Ramius LLC,
599 Lexington Avenue, 20th Floor,
New York, New York 10022. Mr. Feld does not directly own any
securities of Orthofix nor has he made any purchases or sales of any securities
of Orthofix during the past two years. Mr. Feld, as a member of the
Ramius Group, is deemed to be the beneficial owner of the shares of Common Stock
owned by the members of the Ramius Group. For information regarding
purchases and sales during the past two years by the members of the Ramius Group
of securities of Orthofix that are deemed to be beneficially owned by Mr. Feld,
see Schedule I.
Steven
J. Lee (Age 61) has served as the President of SL Consultant Inc., a
private investment firm and hedge fund specializing in growing companies in the
medical and high technology fields, since 2002. Mr. Lee was the
Founder, President, Chief Executive Officer and Chairman of PolyMedica
Corporation, a leading provider of diabetes care, from 1990 until August 2002,
the time of his retirement from PolyMedica. Previously, Mr. Lee was President
and a director of Shawmut National Ventures. Prior to that, from 1984 to 1986,
Mr. Lee served as President and Chief Executive Officer and a director of
RepliGen Corporation, a biotechnology company focused on the development of
novel therapeutics for neurological disorders. Mr. Lee currently
serves on the Board of Directors of Kensey Nash Corporation (Nasdaq:KNSY), a
medical device company known for innovative product development and unique
technology in the fields of resorbable biomaterials used in a wide variety of
medical procedures and endovascular devices and Montreal, Maine & Atlantic
Railway, a railroad company with routes and operations in Maine, New Brunswick,
Quebec and Vermont, and on the Advisory Board of Capital Resource Partners, an
investment fund specializing in combined debt and equity structures that provide
creative financing alternatives for middle-market firms. The
principal business address of Mr. Lee is PO Box 1077, Osprey, Florida,
34229. Mr. Lee does not directly own any securities of Orthofix nor
has he made any purchases or sales of any securities of Orthofix during the past
two years. Mr. Lee, as a member of the Ramius Group, is deemed to be
the beneficial owner of the shares of
Common Stock owned by the members of the Ramius Group. For
information regarding purchases and sales during the past two years by the
members of the Ramius Group of securities of Orthofix that are deemed to be
beneficially owned by Mr. Lee, see Schedule I.
Charles
T. Orsatti (Age 64) has served as the Managing Partner of
Fairfield Capital Partners, Inc., a private equity fund with investments in
securities, commercial real estate and business equity investments, since
1995. From 1998 to 2004, he was the Managing Member of Orsatti and
Partners, LLC (formerly, J.P. Morgan Fairfield Partners, LLC), a private equity
firm. From 1995 to 1998, Mr. Orsatti was a senior consultant to Chase
Capital Partners (CCP), a predecessor of J.P. Morgan Partners, LLC. He had
previously served as an advisor and business consultant to CCP since
1987. Until 1995, Mr. Orsatti was the Chairman and Chief Executive
Officer of Fairfield Medical Products Corporation, a worldwide manufacturer of
critical care products sold to hospitals and alternative care
facilities. Mr. Orsatti currently serves on the Board of Directors of
AngioDynamics, Inc. (Nasdaq:ANGO), a global provider of solutions for
musculoskeletal and vascular health specializing in rehabilitation and
regeneration products for the non-operative orthopedic, spine and vascular
markets and SRI Surgical Express, Inc. (Nasdaq:STRC), a provider of operating
room, supply chain and central sterilization management solutions to hospitals
and surgery centers across the United States. Mr. Orsatti previously
served as the Chairman of dj Orthopedics, Inc., a global orthopedic sports
medicine company specializing in the design, manufacture and marketing of
surgical and non-surgical products and services that repair, regenerate and
rehabilitate soft tissue and bone, help protect against injury and treat
osteoarthritis of the knee, until shortly after its initial public offering in
2001 and remained a Director until November 2007 when dj Orthopedics was sold to
affiliates of The Blackstone Group for $1.5 billion. Mr. Orsatti was
also the managing partner responsible for sourcing and executing the transaction
that ultimately formed dj Orthopedics in 1999. Mr. Orsatti has also
held executive positions with British Oxygen Corporation, Johnson & Johnson,
Coloplast, A/S Denmark and Air Products and Chemicals, Inc. The
principal business address of Mr. Orsatti is c/o Fairfield Capital Partners,
Inc., 372 Larboard Way, Clearwater Beach, Florida 33767. Mr. Orsatti
does not directly own any securities of Orthofix nor has he made any purchases
or sales of any securities of Orthofix during the past two years. Mr.
Orsatti, as a member of the Ramius Group, is deemed to be the beneficial owner
of the shares of Common Stock owned by the members of the Ramius
Group. For information regarding purchases and sales during the past
two years by the members of the Ramius Group of securities of Orthofix that are
deemed to be beneficially owned by Mr. Orsatti, see Schedule
I.
RCG
Starboard Advisors, an affiliate of Ramius, and certain of the Ramius Nominees,
have entered into compensation letter agreements (the “Compensation Letter
Agreements”) regarding compensation to be paid to such nominees for their
agreement to be named and to serve as nominees and for their services as a
director of Orthofix, if elected. Pursuant to the terms of the
Compensation Letter Agreements, RCG Starboard Advisors has agreed to pay Messrs.
Egan, Lee and Orsatti (i) $10,000 in cash as a result of the submission by Value
and Opportunity Master Fund of its nomination of the Ramius Nominees to Orthofix
and (ii) $10,000 in cash upon the filing of a definitive proxy statement with
the Securities and Exchange Commission relating to a solicitation of proxies in
favor of each of the Ramius Nominees’ election as a director at a special
general meeting. Pursuant to the Compensation Letter Agreements, each
of Messrs. Egan, Lee and Orsatti agrees to use such compensation to acquire
securities of Orthofix (the “Nominee Shares”) at such time that they shall
determine, but in any event no later than [ ] days after receipt of
such compensation. If elected or appointed to serve as a director of
the Board, each of Messrs. Egan, Lee and Orsatti agrees not to sell, transfer or
otherwise dispose of any Nominee Shares within two years of their election or
appointment as a director; provided, however, in the event that Orthofix enters
into a business combination with a third party, they may sell, transfer or
exchange the Nominee Shares in accordance with the terms of such business
combination.
Value and
Opportunity Master Fund and certain of its affiliates have signed or intend to
sign a letter agreement pursuant to which they agree to indemnify certain of the
Ramius Nominees against claims arising from the solicitation of proxies from
Orthofix shareholders in connection with this solicitation, any solicitation in
connection with a special general meeting and any related
transactions. Other than as stated herein, there are no arrangements
or understandings between members of the Ramius Group and any of the Ramius
Nominees or any other person or persons pursuant to which the nomination of the
Ramius Nominees described herein is to be made. Each of the
Ramius Nominees has consented to be named in this Solicitation Statement and to
serve as a director of Orthofix if elected as such at the special general
meeting. None of the Ramius Nominees are a party adverse to Orthofix
or any of its subsidiaries or has a material interest adverse to Orthofix or any
of its subsidiaries in any material pending legal proceedings
CERTAIN
INFORMATION REGARDING THE PARTICIPANTS.
The
Ramius Nominees and the other members of the Ramius Group are participants in
this solicitation. The principal business of Value and Opportunity
Master Fund is serving as a private investment fund. Value and Opportunity
Master Fund has been formed for the purpose of making equity investments and, on
occasion, taking an active role in the management of portfolio companies in
order to enhance shareholder value. The principal business of RCG
Starboard Advisors is acting as investment manager of Value and Opportunity
Master Fund. The principal business of Enterprise Master Fund is
serving as a private investment fund. The principal business of
Ramius Advisors is acting as the investment advisor of Enterprise Master
Fund. Ramius is engaged in money management and investment advisory
services for third parties and proprietary accounts and serves as the sole
member of RCG Starboard Advisors and Ramius Advisors. C4S serves as managing
member of Ramius. Messrs. Cohen, Strauss, Stark and Solomon serve as
co-managing members of C4S.
The
address of the principal office of each of RCG Starboard Advisors, Ramius
Advisors, Ramius, C4S, and Messrs. Cohen, Stark, Strauss and Solomon is 599
Lexington Avenue, 20th Floor,
New York, New York 10022. The address of the principal office of
Value and Opportunity Master Fund and Enterprise Master Fund is c/o Citco Fund
Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand
Cayman, Cayman Islands, British West Indies.
As of the
date hereof, Value and Opportunity Master Fund beneficially owns 722,177 shares
of Common Stock and Enterprise Master Fund beneficially owns 93,103 shares of
Common Stock. As of the date hereof, RCG Starboard Advisors (as the
investment manager of Value and Opportunity Master Fund) is deemed to be the
beneficial owner of the 722,177 shares of Common Stock owned by Value and
Opportunity Master Fund. As of the date hereof, Ramius Advisors (as
the investment advisor of Enterprise Master Fund) is deemed to be the beneficial
owner of the 93,103 shares of Common Stock owned by Enterprise Master
Fund. As of the date hereof, 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 deemed to be the beneficial owners of the 722,177 shares of Common
Stock owned by Value and Opportunity Master Fund and the 93,103 shares of Common
Stock owned by Enterprise Master Fund. Messrs. Cohen, Stark, Strauss
and Solomon share voting and dispositive power with respect to the shares of
Common Stock 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.
Each of
the Ramius Nominees, as a member of a “group” for the purposes of Rule
13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), is deemed to be a beneficial owner of the 722,177 shares of Common Stock
owned by Value and Opportunity Master Fund and the 93,103 shares of Common Stock
owned by Enterprise Master Fund. Each of the Ramius Nominees
disclaims beneficial ownership of shares of Common Stock that he does not
directly own.
Each
member of the Ramius Group, as members of a “group” for the purposes of Rule
13d-5(b)(1) of the Exchange Act, is deemed to beneficially own the shares of
Common Stock beneficially owned in the aggregate by the other members of the
group. Each member of the Ramius Group disclaims beneficial ownership
of such shares of Common Stock, except to the extent of their pecuniary interest
therein. For information regarding purchases and sales of securities
of Orthofix during the past two years by members of the Ramius Group, including
the Ramius Nominees and certain affiliates of the Ramius Group that no longer
own any shares of Common Stock, see Schedule I.
Except as
set forth in this Solicitation Statement (including the Schedules hereto), (i)
during the past 10 years, no participant in this solicitation has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors);
(ii) no participant in this solicitation directly or indirectly beneficially
owns any securities of Orthofix; (iii) no participant in this solicitation owns
any securities of Orthofix which are owned of record but not beneficially; (iv)
no participant in this solicitation has purchased or sold any securities of
Orthofix during the past two years; (v) no part of the purchase price or market
value of the securities of Orthofix owned by any participant in this
solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no participant in this
solicitation is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities of
Orthofix, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
associate of any participant in this solicitation owns beneficially, directly or
indirectly, any securities of Orthofix; (viii) no participant in this
solicitation owns beneficially, directly or indirectly, any securities of any
parent or subsidiary of Orthofix; (ix) no participant in this solicitation or
any of his/its associates was a party to any transaction, or series of similar
transactions, since the beginning of Orthofix’ last fiscal year, or is a party
to any currently proposed transaction, or series of similar transactions, to
which Orthofix or any of its subsidiaries was or is to be a party, in which the
amount involved exceeds $120,000; (x) no participant in this solicitation or any
of his/its associates has any arrangement or understanding with any person with
respect to any future employment by Orthofix or its affiliates, or with respect
to any future transactions to which Orthofix or any of its affiliates will or
may be a party; and (xi) no person, including the participants in this
solicitation, who is a party to an arrangement or understanding pursuant to
which the Ramius Nominees are proposed to be elected has a substantial interest,
direct or indirect, by security holdings or otherwise in any matter to be acted
on at the special general meeting. There are no material proceedings
to which the Ramius Nominees or any of their associates is a party adverse to
Orthofix or any of its subsidiaries or has a material interest adverse to
Orthofix or any of its subsidiaries. With respect to the Ramius
Nominees, none of the events enumerated in Item 401(f)(1)-(6) of Regulation S-K
of the Exchange Act, occurred during the past five years.
OTHER
MATTERS
The
principal executive offices of the Company are located at 7 Abraham de
Veerstraat, Curacao, Netherlands Antilles. Except as otherwise noted
herein, the information concerning the Company has been taken from or is based
upon documents and records on file with the SEC and other publicly available
information. Although the Ramius Group does not have any knowledge that would
indicate that any statement contained herein based upon such documents and
records is untrue, it does not take any responsibility for the accuracy or
completeness of the information contained in such documents and records, or for
any failure by the Company to disclose events that may affect the significance
or accuracy of such information. For information regarding the
security ownership of certain beneficial owners and the management of the
Company, see Schedule II.
SHAREHOLDER
PROPOSALS
Any
shareholder wishing to submit a proposal to be included in the Company’s 2009
proxy statement pursuant to Rule 14a-8 of the Exchange Act must be received by
the Company on or before December 30, 2008. Proposals should be
addressed to: Raymond C. Kolls, Senior Vice President, General
Counsel and Corporate Secretary, Orthofix International N.V., 7 Abraham de
Veerstraat, Curaçao, Netherlands Antilles.
Pursuant
to Rule 14a-4(c)(1) under the Exchange Act, proxy holders may use discretionary
authority to vote with respect to shareholder proposals presented in person at
the 2009 Annual General Meeting of Shareholders if the shareholder making the
proposal has not notified Orthofix by March 23, 2009 of its intent to present a
proposal at the 2009 Annual General Meeting of Shareholders.
The
information set forth above regarding the procedures for submitting shareholder
proposals for consideration at the 2009 Annual Meeting is based on information
contained in the Company’s proxy statement. The incorporation of this
information in this proxy statement should not be construed as an admission by
the Ramius Group that such procedures are legal, valid or binding.
YOUR
SUPPORT IS IMPORTANT
NO MATTER
HOW MANY OR HOW FEW SHARES YOU OWN WE ARE SEEKING YOUR SUPPORT. PLEASE SIGN,
DATE, AND MAIL IN THE ENCLOSED POSTAGE-PAID ENVELOPE WITH THE ENCLOSED WHITE
REQUEST CARD AS SOON AS POSSIBLE.
IF YOUR
SHARES OF COMMON STOCK ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK
NOMINEE OR OTHER INSTITUTION, ONLY IT CAN SIGN A WRITTEN REQUEST WITH RESPECT TO
YOUR COMMON STOCK. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR
ACCOUNT AND GIVE INSTRUCTIONS FOR A WRITTEN REQUEST TO BE SIGNED REPRESENTING
YOUR SHARES OF COMMON STOCK.
WHOM
YOU CAN CALL IF YOU HAVE QUESTIONS
If you
have any questions or require any assistance, please contact Innisfree M&A
Incorporated, proxy solicitors for the Ramius Group, at the following address
and toll free telephone number:
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
Stockholders
Call Toll-Free at: (877) 800-5884
Banks and
Brokers Call Collect at: (212) 750-5833
IT
IS IMPORTANT THAT YOU SIGN AND DATE YOUR WHITE REQUEST CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND
DELAY. NO POSTAGE IS NECESSARY.
|
THE RAMIUS
GROUP |
|
|
|
__________ __,
2008 |
SCHEDULE
I
PURCHASES
AND SALES IN THE COMMON STOCK OF ORTHOFIX
DURING
THE PAST TWO YEARS
|
Quantity
Purchased
/ (Sold)
|
|
Date
of
Purchase
/ (Sale)
|
RAMIUS ENTERPRISE MASTER FUND
LTD
|
Common
Stock
|
224
|
|
23.7787
|
09/11/08
|
Common
Stock
|
11,480
|
|
24.0416
|
09/12/08
|
Common
Stock
|
9,296
|
|
24.4003
|
09/15/08
|
Common
Stock
|
8,680
|
|
24.2817
|
09/16/08
|
Common
Stock
|
12,320
|
|
23.6913
|
09/17/08
|
Common
Stock
|
(16,100)
|
|
22.8820
|
09/19/08
|
Common
Stock
|
(3,640)
|
|
23.7549
|
09/22/08
|
Common
Stock
|
(1,260)
|
|
23.8309
|
09/23/08
|
Common
Stock
|
(689)
|
|
23.2502
|
09/24/08
|
Common
Stock
|
(7,280)
|
|
22.6924
|
09/24/08
|
Common
Stock
|
(2,800)
|
|
22.0680
|
09/25/08
|
Common
Stock
|
10,231
|
|
23.6913
|
10/01/08
|
Common
Stock
|
(10,231)
|
|
23.6913
|
10/01/08
|
Common
Stock
|
(1,535)
|
|
11.7029
|
10/10/08
|
Common
Stock
|
7,000
|
|
12.0901
|
10/14/08
|
Common
Stock
|
(494)
|
|
9.3261
|
10/23/08
|
Common
Stock
|
(1,249)
|
|
9.3158
|
10/24/08
|
Common
Stock
|
13,350
|
|
10.8410
|
11/25/08
|
Common
Stock
|
8,400
|
|
11.1726
|
11/26/08
|
Common
Stock
|
4,550
|
|
11.8975
|
11/28/08
|
Common
Stock
|
12,550
|
|
10.9152
|
12/01/08
|
Common
Stock
|
34,500
|
|
11.1611
|
12/02/08
|
Common
Stock
|
5,000
|
|
13.7180
|
12/03/08
|
Common
Stock
|
800 |
|
12.9906
|
12/05/08
|
RAMIUS VALUE AND OPPORTUNITY MASTER FUND
LTD
|
Common
Stock
|
1,280
|
|
23.7787
|
09/11/08
|
Common
Stock
|
65,600
|
|
24.0416
|
09/12/08
|
Common
Stock
|
53,120
|
|
24.4003
|
09/15/08
|
Common
Stock
|
49,600
|
|
24.2817
|
09/16/08
|
Common
Stock
|
70,400
|
|
23.6913
|
09/17/08
|
Common
Stock
|
(92,000)
|
|
22.8820
|
09/19/08
|
Common
Stock
|
(20,800)
|
|
23.7549
|
09/22/08
|
Common
Stock
|
(1,280)
|
|
23.7787
|
09/22/08
|
Common
Stock
|
1,280
|
|
23.7787
|
09/22/08
|
Common
Stock
|
(65,600)
|
|
24.0416
|
09/22/08
|
Common
Stock
|
65,600
|
|
24.0416
|
09/22/08
|
Common
Stock
|
(53,120)
|
|
24.4003
|
09/22/08
|
Common
Stock
|
53,120
|
|
24.4003
|
09/22/08
|
Common
Stock
|
(49,600)
|
|
24.2817
|
09/22/08
|
Common
Stock
|
49,600
|
|
24.2817
|
09/22/08
|
Common
Stock
|
(70,400)
|
|
23.6913
|
09/22/08
|
Common
Stock
|
70,400
|
|
23.6913
|
09/22/08
|
Common
Stock
|
(7,200)
|
|
23.8309
|
09/23/08
|
Common
Stock
|
(3,939)
|
|
23.2502
|
09/24/08
|
Common
Stock
|
(41,600)
|
|
22.6924
|
09/24/08
|
Common
Stock
|
(16,000)
|
|
22.0680
|
09/25/08
|
Common
Stock
|
23,250
|
|
18.1208
|
09/30/08
|
Common
Stock
|
(58,461)
|
|
23.6913
|
10/01/08
|
Common
Stock
|
(23,250)
|
|
18.1208
|
10/01/08
|
Common
Stock
|
372
|
|
18.9650
|
10/01/08
|
Common
Stock
|
372
|
|
18.9650
|
10/01/08
|
Common
Stock
|
58,461
|
|
23.6913
|
10/01/08
|
Common
Stock
|
23,250
|
|
18.1208
|
10/01/08
|
Common
Stock
|
372
|
|
18.9650
|
10/01/08
|
Common
Stock
|
32,178
|
|
18.9947
|
10/02/08
|
Common
Stock
|
13,485
|
|
19.7102
|
10/03/08
|
Common
Stock
|
(13,485)
|
|
19.7102
|
10/03/08
|
Common
Stock
|
13,485
|
|
19.7102
|
10/03/08
|
Common
Stock
|
64,356
|
|
17.3096
|
10/07/08
|
Common
Stock
|
49,662
|
|
16.1414
|
10/08/08
|
Common
Stock
|
25,482
|
|
15.3398
|
10/09/08
|
Common
Stock
|
(40,087)
|
|
11.7029
|
10/10/08
|
Common
Stock
|
34,038
|
|
11.7187
|
10/13/08
|
Common
Stock
|
40,000
|
|
12.0901
|
10/14/08
|
Common
Stock
|
40,176
|
|
11.2020
|
10/15/08
|
Common
Stock
|
25,671*
|
|
11.0900
|
10/16/08
|
Common
Stock
|
50,000
|
|
10.9894
|
10/16/08
|
Common
Stock
|
37,000
|
|
10.8398
|
10/17/08
|
Common
Stock
|
16,300
|
|
10.7321
|
10/20/08
|
Common
Stock
|
19,840
|
|
10.7854
|
10/21/08
|
Common
Stock
|
8,800
|
|
10.7903
|
10/21/08
|
Common
Stock
|
20,300
|
|
10.5065
|
10/22/08
|
* Shares
were acquired in a cross-trade with RCG PB, Ltd. an affiliate of Ramius Value
and Opportunity Master Fund Ltd.
Common
Stock
|
(16,506)
|
|
9.3261
|
10/23/08
|
Common
Stock
|
5,400
|
|
10.2861
|
10/23/08
|
Common
Stock
|
(41,751)
|
|
9.3158
|
10/24/08
|
Common
Stock
|
24,000
|
|
12.4635
|
10/30/08
|
Common
Stock
|
26,000
|
|
12.9455
|
10/31/08
|
Common
Stock
|
17,200
|
|
12.1415
|
11/18/08
|
Common
Stock
|
12,800
|
|
11.9916
|
11/19/08
|
Common
Stock
|
19,300
|
|
11.2624
|
11/20/08
|
Common
Stock
|
10,700
|
|
10.9904
|
11/20/08
|
Common
Stock
|
8,200
|
|
10.1373
|
11/21/08
|
Common
Stock
|
25,100
|
|
9.9985
|
11/21/08
|
Common
Stock
|
33,300
|
|
10.8600
|
11/24/08
|
Common
Stock
|
13,350
|
|
10.8410
|
11/25/08
|
Common
Stock
|
8,400
|
|
11.1726
|
11/26/08
|
Common
Stock
|
4,550
|
|
11.8975
|
11/28/08
|
Common
Stock
|
12,550
|
|
10.9152
|
12/01/08
|
Common
Stock
|
34,500
|
|
11.1611
|
12/02/08
|
Common
Stock
|
5,000
|
|
13.7180
|
12/03/08
|
Common
Stock
|
800 |
|
12.9906
|
12/05/08
|
Common
Stock
|
96
|
|
23.7787
|
09/11/08
|
Common
Stock
|
4,920
|
|
24.0416
|
09/12/08
|
Common
Stock
|
3,984
|
|
24.4003
|
09/15/08
|
Common
Stock
|
3,720
|
|
24.2817
|
09/16/08
|
Common
Stock
|
5,280
|
|
23.6913
|
09/17/08
|
Common
Stock
|
(6,900)
|
|
22.8820
|
09/19/08
|
Common
Stock
|
(96)
|
|
23.7787
|
09/19/08
|
Common
Stock
|
96
|
|
23.7787
|
09/19/08
|
Common
Stock
|
(4,920)
|
|
24.0416
|
09/19/08
|
Common
Stock
|
4,920
|
|
24.0416
|
09/19/08
|
Common
Stock
|
(3,984)
|
|
24.4003
|
09/19/08
|
Common
Stock
|
3,984
|
|
24.4003
|
09/19/08
|
Common
Stock
|
(3,720)
|
|
24.2817
|
09/19/08
|
Common
Stock
|
3,720
|
|
24.2817
|
09/19/08
|
Common
Stock
|
(5,280)
|
|
23.6913
|
09/19/08
|
Common
Stock
|
5,280
|
|
23.6913
|
09/19/08
|
Common
Stock
|
(1,560)
|
|
23.7549
|
09/22/08
|
Common
Stock
|
(540
|
|
23.8309
|
09/23/08
|
Common
Stock
|
(295
|
|
23.2502
|
09/24/08
|
Common
Stock
|
(3,120)
|
|
22.6924
|
09/24/08
|
Common
Stock
|
(1,200)
|
|
22.0680
|
09/25/08
|
Common
Stock
|
1,750
|
|
18.1208
|
09/30/08
|
Common
Stock
|
(4,385)
|
|
23.6913
|
10/01/08
|
Common
Stock
|
(1,750)
|
|
18.1208
|
10/01/08
|
Common
Stock
|
(28)
|
|
18.9650
|
10/01/08
|
Common
Stock
|
28
|
|
18.9650
|
10/01/08
|
Common
Stock
|
4,385
|
|
23.6913
|
10/01/08
|
Common
Stock
|
1,750
|
|
18.1208
|
10/01/08
|
Common
Stock
|
28
|
|
18.9650
|
10/01/08
|
Common
Stock
|
2,422
|
|
18.9947
|
10/02/08
|
Common
Stock
|
(1,015)
|
|
19.7102
|
10/03/08
|
Common
Stock
|
1,015
|
|
19.7102
|
10/03/08
|
Common
Stock
|
1,015
|
|
19.7102
|
10/03/08
|
Common
Stock
|
4,844
|
|
17.3096
|
10/07/08
|
Common
Stock
|
3,738
|
|
16.1414
|
10/08/08
|
Common
Stock
|
1,918
|
|
15.3398
|
10/09/08
|
Common
Stock
|
(3,015)
|
|
11.7029
|
10/10/08
|
Common
Stock
|
2,562
|
|
11.7187
|
10/13/08
|
Common
Stock
|
3,000
|
|
12.0901
|
10/14/08
|
Common
Stock
|
3,024
|
|
11.2020
|
10/15/08
|
Common
Stock
|
(25,671)**
|
|
11.0900
|
10/16/08
|
RAMIUS ADVISORS, LLC
None
|
|
RCG STARBOARD ADVISORS, LLC
None
|
|
** Shares
were transferred through a cross-trade with Ramius Value and Opportunity Master
Fund Ltd an affiliate of RCG PB, Ltd.
RAMIUS LLC
None
|
|
C4S & CO., L.L.C.
None
|
|
PETER A. COHEN
None
|
|
MORGAN B. STARK
None
|
|
JEFFREY M. SOLOMON
None
|
|
THOMAS W. STRAUSS
None
|
PETER A. FELD
None
|
|
STEVEN J. LEE
None
|
|
CHARLES T. ORSATTI
None
|
SCHEDULE
II
The
following table is derived from the Company’s Proxy Statement in Connection with
the 2008 Annual Meeting of Shareholders, as filed on Schedule 14A with the
Securities and Exchange Commission on April 29, 2008
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDERS
Who
are the principal owners of Orthofix common stock?
The
following table shows each person, or group of affiliated persons, who
beneficially owned, directly or indirectly, at least 5% of Orthofix common stock
as of the record date. Our information is based on reports filed with the SEC by
each of the firms or individuals listed in the table below. You may obtain these
reports from the SEC.
The
Percent of Class figures for the common stock are based on shares of our
common stock outstanding as of the record date. Except as otherwise indicated,
each shareholder has sole voting and dispositive power with respect to the
shares indicated.
Name
and Address
of
Beneficial Owner
|
Amount
and Nature of
Beneficial
Ownership
|
Percent
of Class
|
|
|
|
Columbia
Wanger Asset Management, L.P.
227
West Monroe Street, Suite 3000
|
1,851,360
(1)
|
10.8%
|
|
|
|
FMR
Corp
82
Devonshire Street
|
1,659,290
(2)
|
9.7%
|
|
|
|
Paradigm
Capital Management, Inc
Nine
Elk Street
|
926,450
(3)
|
5.4%
|
|
|
|
Porter
Orlin LLC
666
5th
Avenue, 34th
Floor
|
899,209
(4)
|
5.3%
|
(1)
|
Information
obtained from Schedule 13G/A filed with the SEC by Columbia Wanger Asset
Management, L.P. (“Columbia Wanger”) on January 8, 2008. The Schedule
13G/A discloses that, of these shares, Columbia Wanger has sole power to
vote or direct the vote of 1,661,360 shares, shared power to vote or
direct the vote of 190,000 shares and sole power to dispose or to direct
the disposition of 1,851,360
shares.
|
(2)
|
Information
obtained from Schedule 13G/A filed with the SEC by FMR Corp. (“FMR”) on
February 14, 2008. The Schedule 13G/A discloses that, of these
shares, FMR has sole power to vote or direct the vote of 278,490 shares
and sole power to dispose or to direct the disposition of 1,659,290
shares.
|
(3)
|
Information
obtained from Schedule 13G/A filed with the SEC by Paradigm Capital
Management, Inc. (“Paradigm”) on February 14, 2008. The Schedule
13G/A discloses that Paradigm has sole power to vote or direct the vote
of, and sole power to dispose or to direct the disposition of, all of
these shares.
|
(4)
|
Information
obtained from Schedule 13G filed with the SEC by Porter Orlin LLC.
(“Porter Orlin”) on March 4, 2008. The Schedule 13G discloses that
Porter Orlin has shared power to vote or direct the vote of, and shared
power to dispose or to direct the disposition of, all of these
shares.
|
PRELIMINARY
COPY SUBJECT TO COMPLETION
WRITTEN
REQUEST
OF
SHAREHOLDERS OF ORTHOFIX INTERNATIONAL N.V.
SOLICITED
BY RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
(TOGETHER
WITH THE OTHER PARTICIPANTS, THE “RAMIUS GROUP”)
TO CALL A
SPECIAL GENERAL MEETING OF THE SHAREHOLDERS OF
ORTHOFIX
INTERNATIONAL N.V.
The
undersigned is a shareholder of common stock of Orthofix International N.V. (the
“Company”) and hereby submits this request to call a special general meeting of
the Company’s shareholders for the purposes of considering the proposals
described in the Solicitation Statement and designate specified persons as the
shareholder’s agents and authorizing the designated agents to set the place,
date and time of the special general meeting, if held to be permissible, and
exercise all rights of the shareholders of the Company incidental to calling and
convening the special general meeting. Nothing contained in this instrument
shall be construed to grant the Ramius Group the right, power or authority to
vote any shares owned by the undersigned at the special general
meeting.
The
undersigned hereby authorizes and designates the Ramius Group or any agent
thereof to collect and deliver this request to the Company, and to deliver any
other information required in connection therewith.
This
request supercedes, and the undersigned hereby revoke, any earlier dated
revocation which the undersigned may have submitted to Ramius, the Company or
any designees of either.
The
calling of a special general meeting of the shareholders of the Company by the
Ramius Group.
Print
Name:_______________________________________________________________
Signature:________________________________________________________________
Signature
(if held jointly):______________________________________________
Title
(only if shares are held by an
entity):_____________________________
Dated:______________________________________________________
Please
sign exactly as your shares are registered. When shares are held by joint
tenants, both should sign. When signing as an attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporation name by the President or other duly authorized officer.
If a partnership, please sign in partnership name by authorized person. This
demand will represent all shares held in all capacities.
PLEASE
COMPLETE, SIGN, DATE, AND MAIL PROMPTLY
IN THE
ENCLOSED ENVELOPE BEFORE ____________, 2008