Orthofix Medical Inc. · NASDAQ:OFIX
Orthofix Medical — Orthofix International — Proxy Contest (March 2009)
19 slides from Orthofix Medical's proxy contest presentation, Mar 16, 2009
Slide 1: Schedule 14A Proxy Statement - Orthofix International N.V.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Conf
Slide 2: Presentation materials used by the Company on March 16, 2009
The following presentation materials were used by the Company on March 16, 2009.
Slide 3: Investor Presentation
Investor Presentation March 16, 2009
Slide 4: Peer Group
Peer Group Our appropriate peer group, based on: • Revenue • Market Cap • Product segments • Wright Medical Group Inc. (Nasdaq:WMGI) • Integra Lifescience Holdings Corp. (Nasdaq:IART) • Alphatec Holdings, Inc. (Nasdaq:ATEC) • Symmetry Medical Inc. (NYSE:SMA) • NuVasive Inc. (Nasdaq:NUVA) • ArthroCar
Slide 5: When trended against our peers…
When trended against our peers… 3 year weekly closing prices, as a % 3/13/2006 3/9/2009
Slide 6: When trended against Nasdaq…
When trended against Nasdaq… 6 month weekly closing prices, as a % $10M Debt Pmt 12/17/2008 MTF accelerated 2/11/2009 Q3 Earnings 11/6/2008 MTF Milestone Met 12/15/2008
Slide 7: When trended against our peers since our Q4 earnings and 2009 guidance release
0 When trended against our peers since our Q4 earnings and 2009 guidance release Daily closing prices as a % Since our Q4 2008 Earnings Call (2/12/2008)
Slide 8: Ramius continues to make false statements…
Ramius continues to make false statements… Jim Gero Bio - Slide 17 of Ramius presentation to RMG states as second bullet point under Gero "Chairman of Clearwire, Inc. - stock price has declined 88% since the IPO". Fact - Mr. Gero hadn't been a chairman, a board member or member of management for sev
Slide 9: Ramius continues to make false statements (cont.) - Netherlands Antilles law
Ramius continues to make false statements (cont.) Netherlands Antilles law - Ramius' letter and press release on March 9 (as filed with the SEC) state that "The current [OFIX] Board scheduled the Special Meeting on a date that is as far out as possible under Netherlands Antilles law…" Fact - Orthofi
Slide 10: Ramius continues to make false statements (cont.) - PR Firm
Ramius continues to make false statements (cont.) PR Firm - Ramius' letter and press release on March 9 (as filed with the SEC) state that "...Orthofix ended a long-term relationship with a well-regarded financial public relations firm and decided instead to engage an extremely expensive public affa
Slide 11: Ramius continues to make false statements (cont.) - Corporate overhead
Ramius continues to make false statements (cont.) Corporate overhead- For the last 12 months these costs have ballooned to over $20 million, excluding on-time items. The Board must take prompt steps to reduce corporate overhead expenses. Fact- The corporate costs in 2008 included $7.2 million of non
Slide 12: Ramius continues to make false statements (cont.) - Corporate overhead
Ramius continues to make false statements (cont.) Corporate overhead- Orthofix’s highly distributed infrastructure is neither efficient or cost-effective, and should be remedied immediately. Fact- Total corporate level expenses have increased only 19% between ’06 and budgeted ’09, versus a revenue i
Slide 13: Ramius continues to make false statements (cont.)
Ramius continues to make false statements (cont.) Boston office- "Board approved move of corporate headquarters to the Prudential Tower in Boston...Arguably some of the most expensive real estate in Boston“ "Orthofix is inefficient with a highly distributed corporate structure...Legal, Finance, and
Slide 14: Trinity and Trinity Evolution Facts
Trinity® and Trinity® Evolution™ Facts Fact: Trinity was 9% of total Blackstone revenue prior to acquisition. Product was significantly supply constrained; Fact: Orthofix did complete due diligence prior to completing the acquisition; Fact: As a result of Orthofix’s execution, 2008 total Trinity rev
Slide 15: Ramius Nominees
Ramius Nominees Peter Feld has no apparent healthcare or operating experience • Was a director of Sharper Image for only 5 months just prior to its bankruptcy. • Joined the board of CPI Corp., a portrait studio company, in 2008. In November 2008, CPI Corp was in danger of being delisted by the NYSE
Slide 16: Ramius Nominees (cont.)
Ramius Nominees (cont.) Steven Lee is the former CEO of Polymedica • In 1998, the federal government began investigating two Polymedica subsidiaries. • In 2001, two “whistleblower” lawsuits were filed in federal courts claiming false claims were submitted to Medicare resulting in over billing to fed
Slide 17: Ramius Nominees (cont.)
Ramius Nominees (cont.) J. Michael Egan • President and Chief Executive Officer, Steadman Hawkins Research Foundation • Director, Venture Lending & Leasing IV Inc. • Director, Western Technology Investment • Chairman of the Board of Directors, iBalance Medical • The Deeming Board for the University
Slide 18: Blackstone Recovery
Blackstone Recovery Monthly US Revenue, Blackstone MTF announced BM pro motio n
Slide 19: About Orthofix
About Orthofix Orthofix International, N.V., a global medical device company, offers a broad line of minimally invasive surgical, and non-surgical, products for the spine, orthopedic, and sports medicine market sectors that address the lifelong bone-and-joint health needs of patients of all ages–hel