UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
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Exchange Act of 1934 (Amendment No. ___ )
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Definitive
Proxy Statement.
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Definitive
Additional Materials.
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Soliciting
Material Pursuant to §240.14a-12.
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Orthofix
International N.V.
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(Name
of Registrant as Specified in its Charter)
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of Person(s) Filing Proxy Statement, if Other Than the
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Form,
Schedule or Registration Statement No.:
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ORTHOFIX
INTERNATIONAL N.V.
7
Abraham de Veerstraat
Curaçao,
Netherlands Antilles
Dear
Shareholders of Orthofix International N.V.:
Ramius Value and Opportunity Master
Fund Ltd, a Cayman Islands exempted company; Ramius Enterprise Master Fund Ltd,
a Cayman Islands exempted company; Ramius Advisors, LLC, a Delaware limited
liability company; RCG Starboard Advisors, LLC, a Delaware limited liability
company; Ramius LLC, a Delaware limited liability company; C4S & Co.,
L.L.C., a Delaware limited liability company; Peter A. Cohen; Morgan B. Stark;
Thomas W. Strauss; Jeffrey M. Solomon; J. Michael Egan; Peter A. Feld; Steven J.
Lee; and Charles T. Orsatti (collectively, “Ramius”) are attempting to demand a
special general meeting of shareholders (a “Special Meeting”) of Orthofix
International N.V. (the “Company”). The purpose of Ramius’ demand is to consider
and vote upon the following proposals: (i) the removal without cause of
four of the Company’s current directors; (ii) the removal without cause of any
director appointed by the Company’s Board of Directors (the “Board”) without
shareholder approval between December 10, 2008 and including the date of the
Special Meeting; (iii) electing Ramius’ own director nominees to fill the
resulting vacancies on the Board; and (iv) transacting such other business
as may properly come before the Special Meeting.
The Board strongly believes that
convening a Special Meeting at this time is not in the best interests of the
Company or its shareholders.
Ramius, a group of shareholders owning
in the aggregate less than five percent (5%) of the Company’s outstanding
shares, all of which were acquired after September 11, 2008, is demanding
immediate action by calling a Special Meeting for the primary purpose of
electing its own director nominees to the Board. The Board believes this is an
ill-advised distraction from the Company’s ongoing management efforts, and could
potentially lead to uncertainty and instability.
The Board does not believe that issues
such as Board representation and composition should be addressed at a Special
Meeting demanded by a group of dissident shareholders with short-term interests,
such as Ramius. Rather, the Board strongly believes that the more prudent course
of action is for the Company’s management to focus on running its business, with
any shareholder proposals to seek changes in Board composition brought at the
Company’s upcoming 2009 annual general meeting of
shareholders. Holding a special general meeting of shareholders in
early 2009, when these same seats would be up for election again only a few
months later, seems a waste of resources in the view of your Board.
THE BOARD HAS UNANIMOUSLY DETERMINED
THAT THE RAMIUS SOLICITATION IS CONTRARY TO THE BEST INTERESTS OF THE COMPANY
AND ITS SHAREHOLDERS, AND VIGOROUSLY OPPOSES THE SOLICITATION OF REQUEST CARDS
BY RAMIUS. ACCORDINGLY, THE BOARD RECOMMENDS THAT YOU NOT SIGN ANY WHITE REQUEST
CARD SENT TO YOU BY RAMIUS. WHETHER OR NOT YOU HAVE PREVIOUSLY EXECUTED A WHITE
REQUEST CARD, THE BOARD URGES YOU TO SIGN, DATE AND DELIVER THE ENCLOSED BLUE
REVOCATION CARD, AS SOON AS POSSIBLE.
The enclosed Revocation Solicitation
Statement contains important information as to why you should, and how to,
revoke any white request card that you previously returned to Ramius. We urge
you to read it carefully. Your Board greatly appreciates your continued support
and encouragement.
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Sincerely,
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/s/ James F. Gero
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James
F. Gero
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Chairman
of the Board of
Directors
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Revocation
Solicitation Statement Dated January 12, 2009
This
Revocation Solicitation Statement and BLUE Revocation Card are first being
mailed to
shareholders
on or about January 14, 2009.
Revocation Solicitation Statement by
Orthofix International N.V.
in
Opposition to the Solicitation Statement by Ramius to Call a Special
Meeting
of
Shareholders of Orthofix International N.V.
This Revocation Solicitation Statement
(the “Revocation Solicitation Statement”) and the accompanying BLUE revocation
card (the “Revocation Card”) are being furnished by the Board of Directors (the
“Board”) of Orthofix International N.V., a Netherlands Antilles company (the
“Company” or “Orthofix”), to the holders (the “Shareholders”) of the outstanding
shares of the Company’s common stock, par value $0.10 per share (the “Common
Stock”), in connection with the Board’s solicitation of revocations
(“Revocations”) in opposition to a solicitation by a group of shareholders. The
group of shareholders, Ramius Value and Opportunity Master Fund Ltd, a Cayman
Islands exempted company; Ramius Enterprise Master Fund Ltd, a Cayman Islands
exempted company; Ramius Advisors, LLC, a Delaware limited liability company;
RCG Starboard Advisors, LLC, a Delaware limited liability company; Ramius LLC, a
Delaware limited liability company; C4S & Co., L.L.C., a Delaware limited
liability company; Peter A. Cohen; Morgan B. Stark; Thomas W. Strauss; Jeffrey
M. Solomon; J. Michael Egan; Peter A. Feld; Steven J. Lee; and Charles T.
Orsatti (collectively, “Ramius”), is soliciting other Shareholders to execute
white request cards (“Request Cards”), to call a special general meeting of
Shareholders (a “Special Meeting”) for the purpose of considering and voting
upon various proposals as further described herein (the “Ramius
Solicitation”).
Pursuant to Article 129 of Book 2 of
the Netherlands Antilles Civil Code (the “Antilles Code”), 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 31, 2008, there were 17,102,540 outstanding
shares of Common Stock. In order to demand the Special Meeting, Ramius would
need to deliver to the Company executed and unrevoked white Request Cards from
holders of approximately 1,710,254 shares of Common Stock, including the 854,980
shares purported to be owned by Ramius (as of January 6, 2009).
THE BOARD HAS UNANIMOUSLY DETERMINED
THAT THE RAMIUS SOLICITATION IS CONTRARY TO THE BEST INTERESTS OF THE COMPANY
AND ITS SHAREHOLDERS, AND VIGOROUSLY OPPOSES THE SOLICITATION OF REQUEST CARDS
BY RAMIUS. ACCORDINGLY, THE BOARD RECOMMENDS THAT YOU NOT SIGN ANY WHITE REQUEST
CARD SENT TO YOU BY RAMIUS. WHETHER OR NOT YOU HAVE PREVIOUSLY EXECUTED A WHITE
REQUEST CARD, THE BOARD URGES YOU TO SIGN, DATE AND DELIVER THE ENCLOSED BLUE
REVOCATION CARD, AS SOON AS POSSIBLE, BY MAIL (USING THE ENCLOSED POSTAGE-PAID
ENVELOPE) TO GEORGESON, AT 199 WATER STREET, 26TH FLOOR,
NEW YORK, NY 10038.
THE COMPANY IS SEEKING ONLY A
REVOCATION OF WHITE REQUEST CARDS RELATING TO THE CALLING OF THE SPECIAL
MEETING. THE COMPANY IS NOT CURRENTLY SEEKING YOUR PROXY WITH RESPECT TO ANY
OTHER MATTER.
IF YOU HAVE ANY QUESTIONS OR NEED ANY
ASSISTANCE IN REVOKING A WHITE REQUEST CARD YOU MAY HAVE GIVEN TO RAMIUS, PLEASE
CONTACT:
GEORGESON
199 Water
Street, 26th
Floor
New York,
NY 10038
Banks and
Brokers Call (212) 440-9800
All
Others Call Toll-Free (800) 323-4133
Background
On December 12, 2008, Ramius filed a
solicitation statement (as revised and filed on January 7, 2009, the “Ramius
Solicitation Statement”) with the Securities and Exchange Commission (the “SEC”)
in an attempt to demand a Special Meeting of Shareholders of the Company be
held. According to its filing with the SEC, the purpose of Ramius’ demand is to
consider and vote upon the following proposals: (i) the removal without
cause of four of the Company’s current directors; (ii) the removal without cause
of any director appointed by the Board without shareholder approval between
December 10, 2008 and including the date of the Special Meeting,
(iii) electing Ramius’ own director nominees to fill the resulting
vacancies on the Board; and (iv) transacting such other business as may
properly come before the Special Meeting.
The Board strongly believes that
convening a Special Meeting at this time is not in the best interests of the
Company or its Shareholders.
In the Ramius Solicitation Statement,
Ramius expresses concerns regarding the performance and financial stability of
Orthofix, particularly in light of its 2006 acquisition of Blackstone Medical,
Inc. Ramius states that (i) Blackstone is now generating material
operating losses and negative free cash flow, (ii) that management has failed to
implement and execute a viable operating plan, and (iii) that the debt incurred
in connection with the acquisition has put Orthofix in a precarious position
requiring improvement in the Company’s generation of EBITDA (or earnings before
interest, taxes, depreciation and amortization) or a reduction in the Company’s
total debt outstanding. Ramius concludes that swift action should be
taken to sell Blackstone and to reduce the Company’s corporate overhead
expenses.
Ramius’
arguments fail to take into account a number of actions and initiatives the
Company has already taken or publicly announced. The Board and
management believe that the medium and long-term growth and profitability
prospects for Orthofix lie in the execution of our current strategy, which the
Board unanimously endorsed at a recent meeting on December 9, 2008 after being
notified by Ramius of its proposed solicitation. We strongly believe
that the calling of an unnecessary special meeting of shareholders only months
before the Company’s annual general meeting of shareholders, at which every seat
on the Board is already up for election, is both a distraction to the Board and
management team and a waste of the Company’s financial resources.
Over the
past several quarters, the Board and management team have developed and begun to
execute a strategic plan that has already resulted in improvements in the
operating performance of our non-Blackstone businesses. We believe
this strategic plan will also substantially improve the financial performance of
the Blackstone business. The strategic plan, as discussed during
recent investor day presentations and the Company’s subsequent third quarter
earnings call, involves plans to introduce a number of new and innovative
products during 2009, to leverage our strengthened and expanded distribution
network, and to implement other initiatives that we believe will capture
operational synergies in our existing Texas facility.
Specifically,
the Company has announced measures that have already begun to reduce cash
expenditures and we believe will, when fully implemented, lower operating
expenses at Blackstone. For example, beginning in 2009, the Company
expects to begin marketing a new stem cell-based allograft that will replace a
product it currently distributes. One of the beneficial aspects of
the marketing arrangement related to the new product is that the Company will
not be required to incur costs to purchase and maintain inventory as it was
under the distribution agreement related to the previous
product. This one initiative is itself currently expected to result
in a reduction in working capital cash requirements of approximately $13 million
in 2009 as compared with 2008.
Additionally,
this new product is expected to have a significantly higher profit margin than
the previous product, thereby improving operating earnings. As we
announced in December 2008, we achieved a key product development milestone for
this new allograft and accelerated its planned launch date, which we believe
significantly reduces the risk of not having a stem cell-based allograft
available for our surgeon customers for a portion of
2009. Additionally, the Company has announced a comprehensive
reorganization and facility consolidation plan for its Blackstone business unit
that is designed to improve performance and efficiency and reduce operating
costs. After incurring initial reorganization and consolidation
expenses of approximately $4.5 million, the plan is expected to result in net
cost reductions of $2 million in 2010 and $5 million annually beginning in
2011.
The
Company has also completed a number of initiatives designed to strengthen its
network of spinal implant distributors. These initiatives involved
the termination and replacement of a number of independent distributors, with a
focus on the addition of exclusive distributors and their adoption of the
Company’s enhanced compliance program. The Company intends to
leverage this strengthened distribution network by introducing a number of new
products during 2009. The Company has already begun limited market
releases of two important new products, the Firebird™ pedicle screw system and
the PILLAR™ SA interbody device, which it expects to launch throughout the U.S.
during the first quarter of 2009 and, as indicated above, the Company has
recently accelerated the 2009 launch date of its key new stem cell-based
biologic product. Ramius’ arguments fail to acknowledge these
initiatives and product releases, which we believe will benefit the Company’s
long-term stability and operating performance.
Ramius’
concerns regarding the need to improve the Company’s generation of EBITDA or
reduce its total debt likewise fail to acknowledge existing Company
initiatives. At September 30, 2008, the Company reported in its
regular credit agreement compliance report to its lenders a debt to EBITDA ratio
(as defined in our credit agreement) of 3.61, which is below the 4.0
limit. The Company has subsequently taken steps that have given
management confidence in the Company’s ability to continue to meet the
requirements of its credit agreement in upcoming fiscal quarters. For
example, in addition to the steps mentioned above, which are expected to
increase revenue and reduce operating expenses, in December 2008 Orthofix
announced a $10 million debt prepayment, which will permanently reduce its
current credit facility by that amount. As the initial step in the
Company’s plan to deleverage its balance sheet, this prepayment also
demonstrates the Company’s confidence in its improved cash flows.
Finally,
with regard to Ramius’ concern about total corporate overhead expenses, we
believe it is important to note that at least 65% of the increase during the
first three quarters of 2008 as compared to the first three quarters of 2007
related to costs the Company does not expect to recur in 2009.
As described above, the Company has
taken significant action to position Blackstone to continue to improve its
performance, including actions recently announced that demonstrate positive
momentum in the execution of its strategic plan. We believe that
calling a Special Meeting to consider the proposals suggested by Ramius would do
nothing to further the Company’s initiatives and, to the contrary, would detract
from them. Further, we believe, after discussion with our financial
advisor, Morgan Stanley, that Ramius’ unrealistic suggestion of selling the
Blackstone business unit during one of the most turbulent economic times in our
country’s history would not be in the best interests of the Company’s
shareholders, and the process would likely be both disruptive and damaging to
Blackstone and its operational turnaround.
Recommendation of the Company’s Board
of Directors
The Board has carefully considered the
Ramius Solicitation and the potential effects of holding the Special Meeting to
consider and vote upon Ramius’ proposals. The Board, after consultation with its
senior management, legal and financial advisors, reached the conclusion that the
Ramius Solicitation is not in the best interests of the Shareholders, and urges
Shareholders to oppose the Ramius Solicitation.
The Board
and senior management have developed and begun to execute a strategic plan that
we believe has already resulted in improvements in the operating performance of
all the Company’s non-Blackstone businesses and will substantially improve the
financial performance of Blackstone. The strategic plan, as discussed
during recent investor day presentations and the Company’s subsequent third
quarter earnings call, involves the introduction of a number of new and
innovative products during 2009, leveraging our strengthened and expanded
distribution network, and implementing other initiatives that will capture
operational synergies. In addition, the Company has completed a
number of initiatives designed to strengthen the Company’s network of spinal
implant distributors.
In addition, the Board believes that
calling the Special Meeting for the purpose of electing nominees hand-picked by
Ramius is likely to result in uncertainty and instability that could create
greater risks for the Company and its Shareholders going forward. We
believe that the uncertainty and instability that would be created through
Ramius’ actions would be particularly harmful during this period of significant
global economic turmoil and tremendous financial market
uncertainty. Indeed, in light of current market conditions, we
believe firmly that Ramius’ suggestion that we dispose of Blackstone would not
be prudent or in the best long-term interests of our shareholders.
Furthermore, Ramius has not explained
why it feels the costs it has and will continue to inflict upon the Company and
its Shareholders by pursuing a Special Meeting are justified. Ramius and its
principals are well aware that the Company and its Shareholders will have to pay
financial, legal, solicitation agent, communication and other professional
advisory fees to respond to the Ramius Solicitation. Ramius unilaterally decided
to inflict these costs on your Company, and to distract the Board and the
Company’s management from our business at a time of tremendous turmoil in the
financial markets. Further, Ramius has even stated that, if they are successful,
they will seek reimbursement from the Company for all of their own costs related
to their solicitation. Considering that the Special Meeting would
simply serve the purpose of establishing the composition of the Company’s Board
during a short period of several months prior to the Company’s 2009 annual
general meeting, at which each of these seats would be up for election again,
this seems to us to be a flagrantly unnecessary waste of the Company’s financial
resources.
The Board has determined that the
Ramius Solicitation is contrary to the best interests of the Company and the
Shareholders, and vigorously opposes the solicitation of Request Cards by
Ramius. Accordingly, the Board recommends that you not sign any white Request
Card sent to you by Ramius. Whether or not you have previously executed a white
Request Card, the Board urges you to sign, date and deliver the enclosed BLUE
Revocation Card, as soon as possible, by mail (using the enclosed postage-paid
envelope) to Georgeson, at 199 Water Street, 26th Floor, New York, NY
10038.
The Ramius
Solicitation
According to the Ramius Solicitation
Statement, Ramius is conducting the Ramius Solicitation to demand a Special
Meeting of Shareholders pursuant to Article 129 of Book 2 of the Antilles Code
for the purpose of considering and voting upon the following proposals:
(i) the removal without cause of four of the Company’s current directors;
(ii) the removal without cause of any director appointed by the Board without
shareholder approval between December 10, 2008 and including the date of the
Special Meeting, (iii) electing Ramius’ own director nominees to fill the
resulting vacancies on the Board; and (iv) transacting such other business
as may properly come before the Special Meeting.
The Special
Meeting
Pursuant to Article 129 of Book 2 of
the Antilles Code, 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. In the event that
written demands are received from the requisite number of shareholders, a
Netherlands Antilles company must act upon such written request within fourteen
(14) days from receipt by the board of such demands. If the
board does not act within that time period, the requesting shareholders may
proceed to convene a special meeting. The Antilles Code also requires
a company, in complying with a request to convene a special meeting, to provide
its shareholders written notice of the venue and agenda at least twelve (12)
days before the date of the special meeting. Should a Special Meeting
of the Company’s Shareholders be called, your Board does not intend to propose
that any business other than Ramius’ proposals described above be conducted at
the Special Meeting.
As of December 31, 2008, there were
17,102,540 outstanding shares of Common Stock. In order to demand the Special
Meeting, Ramius would need to deliver to the Company executed and unrevoked
white Request Cards from holders of approximately 1,710,254 shares of Common
Stock, including the 854,980 shares purported to be owned by Ramius (as
of January 6, 2009).
If we hold a Special Meeting, the
Company intends to file a proxy statement with the SEC and solicit proxies in
opposition to the proposals set forth in the Ramius Solicitation
Statement.
The Company reserves its rights to
require full compliance with the provisions set forth in the Articles of
Association of the Company, as amended, and with applicable law, including the
Antilles Code, with respect to any Special Meeting sought to be called by Ramius
or any other Shareholders. The filing or distribution of this Revocation
Solicitation Statement is not intended and should not be taken as an endorsement
by the Company of the validity of the Ramius Solicitation Statement or a waiver
of any provisions of the Articles of Association of the Company, as amended, or
of any rights by the Company.
Effect of Execution and Delivery of
Revocations
The Board is soliciting Revocations in
opposition to the solicitation of Request Cards by Ramius. By executing and
returning the BLUE Revocation Card, you will be revoking your white Request Card
relating to the demand for the Special Meeting or, if you have not previously
executed and returned a white Request Card, you will be indicating your support
for the Board.
If you have previously signed and
returned any white Request Card, you have every right to change your mind and
revoke the white Request Card by signing, dating and returning the enclosed BLUE
Revocation Card. You may revoke your consent at any time until a
Special Meeting has been called. However, the effect of a revocation
on the Ramius proposal will depend upon when the BLUE Revocation Card is
received by the Company:
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If
you revoke your consent prior to the
receipt by the Company of the requisite number of duly executed, unrevoked
consents requesting the Company to call a Special Meeting, you will be
deemed to have revoked your consent in favor of Ramius’ proposal
requesting the Company to call a Special
Meeting.
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If
you revoke your consent after the
receipt by the Company of the requisite number of duly executed, unrevoked
consents requesting the Company to call a Special Meeting and the Company
does not call a Special Meeting in response to the foregoing request
during the 14 day time period described above under “The Special Meeting,”
then you will be deemed to have revoked your consent in favor of
permitting the requesting shareholders to convene a Special Meeting under
the Antilles Code.
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We urge you to consider this matter
carefully, as there will be no meeting at which to revoke any white Request
Card. A Shareholder’s revocation of a previously executed white Request Card
will have the effect of opposing Ramius’ attempt to demand a Special Meeting. If
you have not previously executed a white Request Card, your BLUE Revocation Card
will have no legal effect in determining whether the Company must call the
Special Meeting.
If your shares of Common Stock are held
of record by a bank, bank nominee, brokerage firm or other institution, only
that bank, bank nominee, brokerage firm or other institution can execute your
BLUE Revocation Card, and you should, accordingly, call the bank, bank nominee,
brokerage firm or other institution with your instructions to execute your BLUE
Revocation Card. If you require assistance with this process, please call
Georgeson, at (212) 440-9800 (banks and brokers) or toll-free at (800) 323-4133
(all others).
The Board recommends that you not sign
any white Request Card sent to you by Ramius. Whether or not you have previously
executed a white Request Card, the Board urges you to show your support for the
Board by signing, dating and delivering the enclosed BLUE Revocation Card, as
promptly as possible, by mail (using the enclosed postage-paid envelope) to
Georgeson, at 199 Water Street, 26th Floor,
New York, NY 10038.
Results
of this Consent Revocation Solicitation
The Company has retained an
independent inspector of elections in connection with Orthofix’s solicitation.
Orthofix intends to notify stockholders of the results of the consent revocation
solicitation by issuing a press release, which it will also file with the SEC as
an exhibit to a Current Report on Form 8-K.
Questions
and Answers about this Consent Revocation Solicitation
Q: Who is making this
solicitation?
A: Your Board of
Directors.
Q: What is the Company asking you to
do?
A: You are being asked to revoke any
consent (that is reflected in the white Request Card) that you may have
delivered in favor of the proposal by Ramius to request that the Company call a
Special Meeting of Shareholders and, by doing so, preserve the composition of
the current Board, which will continue to act in your best
interests.
Q: If I have already delivered a
consent (that is reflected in the white Request Card), is it too late for me to
change my mind?
A: No. You may revoke your consent at
any time until a Special Meeting has been called. However, the effect
of a revocation on the Ramius proposal will depend upon when the BLUE Revocation
Card is received by the Company.
If you revoke your consent prior to the receipt
by the Company of the requisite number of duly executed, unrevoked consents
requesting the Company to call a Special Meeting, you will be deemed to have
revoked your consent in favor of Ramius’ proposal requesting the Company to call
a Special Meeting.
If you revoke your consent after the receipt by
the Company of the requisite number of duly executed, unrevoked consents
requesting the Company to call a Special Meeting and the Company does not call a
Special Meeting in response to the foregoing request during the 14 day time
period described above under “The Special Meeting,” then you will be deemed to
have revoked your consent in favor of permitting the requesting shareholders to
convene a Special Meeting under the Antilles Code.
Q: What is the effect of delivering a
BLUE Revocation Card after previously delivering a white Request
Card?
A: By marking the “REVOKE CONSENT” box
on the enclosed BLUE Revocation Card and signing, dating and mailing the card in
the postage-paid envelope provided, you will revoke as described above any
earlier dated consent that you may have delivered to Ramius. Even if you have
not submitted a consent card, you may submit a consent revocation as described
above. Although submitting a BLUE Revocation Card will not have any legal effect
if you have not previously submitted a consent card, it will help the Board keep
track of the progress of the consent process.
Q: What should I do to revoke my
consent?
A: Mark the “REVOKE CONSENT” box on the
BLUE Revocation Card. Then, sign, date and return the enclosed BLUE Revocation
Card today to Georgeson in the envelope provided. It is important that you date
the BLUE Revocation Card when you sign it.
Q: What happens if I do
nothing?
A: If you do not send in any consent
Ramius may send you and do not return the enclosed BLUE Revocation Card, you
will effectively be voting AGAINST Ramius’ demand to hold a Special
Meeting.
Q: What happens if Ramius succeeds in
obtaining sufficient consents to request the Company to call a Special
Meeting?
A: If duly executed, unrevoked consents
representing 10% of the Company’s outstanding Common Stock are delivered to the
Company, a Special Meeting may be called, which will allow Ramius to put to a
vote various proposals that the Company views as not in the best interest of
Shareholders.
Q: What is the Board’s position with
respect to Ramius’ request that the Company call a Special Meeting?
A: The Board has unanimously determined
that holding a Special Meeting is not in the best interests of the Company’s
Shareholders and that Shareholders should not consent to the request for the
Company to call a Special Meeting. The Board’s reasons and recommendations are
set forth above under “Recommendation of the Company’s Board of
Directors.”
Q: What does your Board of Directors
recommend?
A: The Board strongly believes that
holding a Special Meeting is not in the best interests of the Company’s
Shareholders. The Board therefore unanimously opposes the
solicitation by Ramius and urges Shareholders to reject the solicitation and
revoke any consent previously submitted.
Q: Who should I call if I have
questions about the solicitation?
A: Please call Georgeson, at (212)
440-9800 (banks and brokers) or toll-free at (800) 323-4133 (all
others).
Revocation
Either a white Request Card or a BLUE
Revocation Card may be revoked by filing with the Secretary of the Company a
written notice of revocation. Such written revocation may be in any form, but
must be signed and dated and must clearly express your intention to revoke your
previously executed white Request Card or BLUE Revocation Card. Any written
notice revoking a white Request Card or a BLUE Revocation Card should be sent
to:
Secretary
of Orthofix International N.V.
c/o
Georgeson
199 Water
Street, 26th
Floor
New York,
NY 10038
Banks and
Brokers Call (212) 440-9800
All
Others Call Toll-Free (800) 323-4133
Your latest dated submission will
supersede any earlier-dated Request Card, Revocation Card or other written
notice of Revocation. A Shareholder’s revocation of a previously executed white
Request Card will have the effect of opposing Ramius’ demand for the Special
Meeting.
Participants in the Revocation
Solicitation
Revocations are being solicited by and
on behalf of the Company. All expenses of the revocation solicitation, including
the cost of preparing and mailing this Revocation Solicitation Statement, will
be borne by the Company. The Company will also request those holding
shares for the benefit of others to send the Revocation Solicitation Statement
to, and to obtain Revocation Cards from, the beneficial owners and will
reimburse such holders for their reasonable expenses in doing so. In
addition to solicitation by use of the mails, Revocations may be solicited by
directors, certain officers, and employees of the Company in person or by
telephone, advertisement, courier service, e-mail or facsimile. Such directors,
officers and employees will not be additionally compensated, but may be
reimbursed for out-of-pocket expenses in connection with such
solicitation.
In addition, the Company has retained
Georgeson Inc. (“Georgeson”) to assist in the solicitation of Revocations. The
Company has agreed that Georgeson will be paid a fee of up to $100,000, plus
reimbursement for their reasonable out-of-pocket expenses. The Company has also
agreed to indemnify Georgeson against certain liabilities and expenses,
including certain liabilities and expenses under the federal securities
laws.
Under applicable regulations, each
person who is a member of the Board and each person who is an executive officer
of the Company listed below under “The Company’s Board of Directors and Certain
Executive Officers” is a “participant” in the revocation
solicitation. Please refer to the section entitled “Security
Ownership of Management and Principal Shareholders” for additional information
about the participants in the revocation solicitation.
The
Company’s Board of Directors and Certain Executive Officers
Certain information about the persons
who currently serve as the Company’s directors and those executive officers who
are participants in this revocation solicitation is set forth
below. All directors will hold office until the 2009 annual general
meeting of Shareholders and/or until their successors have been
elected.
|
James F.
Gero
|
Chairman of the Board of
Directors
|
Mr. Gero,
63, became Chairman of Orthofix International N.V. on December 2, 2004 and has
been a Director of Orthofix International N.V. since 1998. Mr. Gero became
a Director of AME Inc. in 1990. He is a Director of Intrusion, Inc.,
and Drew Industries, Inc. and is a private investor.
|
Peter J.
Hewett
|
Deputy Chairman of the Board
of Directors
|
Mr.
Hewett, 72, was appointed Deputy Chairman of the Board of Directors in 2005 and
has been a non-executive Director of Orthofix International N.V. since March
1992. He was the Deputy Group Chairman of Orthofix International N.V.
between March 1998 and December 2000. Previously, Mr. Hewett
served as the Managing Director of Caradon Plc, Chairman of the Engineering
Division, Chairman and President of Caradon Inc., Caradon Plc’s U.S. subsidiary
and a member of the Board of Directors of Caradon Plc of England. In
addition, he was responsible for Caradon Plc’s worldwide human resources
function and the development of its acquisition opportunities.
|
Jerry C.
Benjamin
|
Director; Audit Committee and
Nominating and Governance Committee
Member
|
Mr.
Benjamin, 67, became a non-executive Director of Orthofix International N.V. in
March 1992. He has been a General Partner of Advent Venture Partners,
a venture capital management firm in London, since 1985. Mr. Benjamin
is a director of Micromet, Inc., Phoqus, Ltd. and a number of private health
care companies.
|
Charles W.
Federico
|
Director
|
Mr.
Federico, 59, has been a Director of Orthofix International N.V. since October
1996. He served as President and Chief Executive Officer of Orthofix
International N.V. from January 1, 2001 until April 1, 2006 and as President of
Orthofix Inc. from October 1996 to January 1, 2001. From 1985
to 1996, Mr. Federico was the President of Smith & Nephew Endoscopy
(formerly Dyonics, Inc.). From 1981 to 1985, Mr. Federico served as
Vice President of Dyonics, initially as Director of Marketing and subsequently
as General Manager. Previously, he held management and marketing
positions with General Foods Corporation, Puritan Bennett Corporation and LSE
Corporation. Mr. Federico is a director of SRI/Surgical Express,
Inc., BioMimetic Therapeutics, Inc. and MAKO Surgical Corp.
|
Dr. Guy J. Jordan,
Ph.D.
|
Director; Compensation
Committee and Nominating and Governance Committee
Member
|
Dr.
Jordan, 59, became a non-executive Director of Orthofix International N.V. in
December 2004. Most recently, from 1996 to 2002, Dr. Jordan served as
a Group President at CR Bard, Inc., a medical device company, where he had
strategic and operating responsibilities for Bard’s global oncology business and
functional responsibility for all of Bard’s research and
development. Dr. Jordan earned a Ph.D. in organic chemistry from
Georgetown University, as well as an MBA from Fairleigh Dickinson
University. He also currently serves on the boards of Specialized
Health Products International, Inc. and EndoGastric Solutions, Inc.
|
Thomas J. Kester,
CPA
|
Director; Audit Committee and
Compensation Committee
Member
|
Mr.
Kester, 61, became a non-executive Director of Orthofix International N.V. in
August 2004. Mr. Kester retired after 28 years, 18 as an audit
partner, from KPMG LLP in 2002. While at KPMG, he served as the lead
audit engagement partner for both public and private companies and also served
four years on KPMG’s National Continuous Improvement Committee. Mr.
Kester earned a Bachelor of Science in mechanical engineering from Cornell
University and an MBA from Harvard University.
|
Alan W.
Milinazzo
|
Director, President and Chief
Executive Officer
|
Mr.
Milinazzo, 48, joined Orthofix International N.V. in 2005 as Chief Operating
Officer and succeeded to the position of Chief Executive Officer effective as of
April 1, 2006. He has served as a Director since
2006. From 2002 to 2005, Mr. Milinazzo was Vice President of
Medtronic, Inc.’s Vascular business as well as Vice President and General
Manager of Medtronic’s Coronary and Peripheral businesses. Prior to
his time with Medtronic, Mr. Milinazzo spent 12 years as an executive with
Boston Scientific Corporation in numerous roles, including Vice President of
Marketing for SCIMED Europe. Mr. Milinazzo brings more than two and a
half decades of experience in the management and marketing of medical device
businesses, including positions with Aspect Medical Systems and American
Hospital Supply. He earned a bachelor’s degree, cum laude, at Boston
College in 1981.
Ms.
Sainz, 42, became a non-executive Director of Orthofix in June 2008.
In April 2008, she became President and Chief Executive Officer of Concentric
Medical, a company developing and commercializing devices to perform mechanical
clot removal post-stroke. From 2003 to 2006, she was the President of
the Cardiac Surgery division of Guidant
Corporation. After Boston Scientific acquired Guidant, Ms.
Sainz led the integration process for both the Cardiac Surgery and
European Cardiac Rhythm Management business of Guidant into Boston
Scientific. Between 2001 and 2003, Ms. Sainz was the Vice President
of Global Marketing - Vascular Intervention of Guidant. Ms. Sainz earned a
Bachelor and Masters of Arts from the Universidad Complutense de Madrid and a
Masters Degree in International Management from American Graduate School of
International Management.
|
Dr. Walter P. von
Wartburg
|
Director; Compensation
Committee Member
|
Dr. von
Wartburg, 68, became a non-executive Director of Orthofix International N.V. in
June 2004. He is an attorney and has practiced privately in his own
law firm in Basel, Switzerland since 1999, specializing in life sciences
law. He has also been a Professor of administrative law and public
health policy at the Saint Gall Graduate School of Economics in Switzerland for
25 years. Previously, he held top management positions with Ciba
Pharmaceuticals and Novartis at their headquarters in Basel,
Switzerland.
|
Kenneth R.
Weisshaar
|
Director; Audit Committee and
Nominating and Governance Committee
Member
|
Mr.
Weisshaar, 57, became a non-executive Director of Orthofix International N.V. in
December 2004. From 2000 to 2002, Mr. Weisshaar served as Chief
Operating Officer and strategy advisor for Sensatex, Inc. Prior to
that, Mr. Weisshaar spent 12 years as a corporate officer at Becton Dickson, a
medical device company, where at different times he was responsible for global
businesses in medical devices and diagnostic products and served as Chief
Financial Officer and Vice President, Strategic Planning. Mr.
Weisshaar earned a Bachelor of Science degree from Massachusetts Institute of
Technology and an MBA from Harvard University.
|
Robert S.
Vaters
|
Executive Vice
President; Chief Financial Officer; Treasurer and Assistant
Secretary
|
Mr.
Vaters was appointed Executive Vice President and Chief Financial Officer
of the Company effective as of September 7, 2008. Mr. Vaters has also
served as Treasurer and Assistant Secretary of the Company since that
date. Since March 2006, Mr. Vaters has served as a general partner in Med
Opportunity Partners, a Connecticut based private equity firm until September
2008 and continues to serve as a consulting partner. Mr. Vaters serves on the
Board of Directors of Reliable Biopharmaceutical Holdings and Reliable
Biopharmaceutical Corporation. Previously, Mr. Vaters was employed as
Executive Vice President of Inamed Corporation from August 2002 to March 2006,
initially as Chief Financial Officer, then as head of Strategy and Corporate
Development.
|
Michael
Simpson
|
President of Orthofix
Inc.
|
Mr.
Simpson became President of Orthofix Inc. in 2007. From 2002 to 2006, Mr.
Simpson was Vice President of Operations for Orthofix Inc. In 2006, Mr. Simpson
was promoted to Senior Vice President of Global Operations and General Manager
of Orthofix Inc. responsible for worldwide manufacturing and distribution. With
more than 20 years of experience in a broad spectrum of industries he has held
the following positions: Chief Operating Officer, Business Unit Vice President,
Vice President of Operations, Vice President of Sales, Plant Manager, Director
of Finance and Director of Operations. His employment history includes the
following companies: Texas Instruments, Boeing, McGaw/IVAX, Mark IV Industries,
Intermec and Unilever.
|
Bradley R.
Mason
|
Group President, North America
and President, Blackstone Medical,
Inc.
|
Mr. Mason
was named Group President, North America in July 2008 and President of
Blackstone in August 2008. Mr. Mason had become a Vice President of
the Company in December 2003 upon the acquisition of Breg, Inc., which he
founded in 1989 with five other principal shareholders. Mr. Mason has
over 25 years of experience in the medical device industry, some of which were
spent with dj Orthopedics (formally DonJoy) where he was a founder and held the
position of Executive Vice President. Mr. Mason is the named inventor
on 35 issued patents in the orthopedic product arena with several other patents
pending.
|
Raymond C. Kolls,
J.D.
|
Senior Vice President, General
Counsel and Corporate
Secretary
|
Mr. Kolls
was named Senior Vice President, General Counsel and Corporate Secretary
effective October 1, 2006. He joined Orthofix in 2004 as Vice
President and General Counsel. From 2001 to 2004, Mr. Kolls was
Associate General Counsel for CSX Corporation. Mr. Kolls began his
legal career as an attorney in private practice with the law firm of Morgan,
Lewis & Bockius.
|
Michael M.
Finegan
|
Vice President of Business
Development
|
Mr.
Finegan joined Orthofix International N.V. in June 2006 as Vice President of
Business Development. Prior to joining Orthofix, Mr. Finegan spent
sixteen years as an executive with Boston Scientific in a number of different
operating and strategic roles, most recently as Vice President of Corporate
Sales. Earlier in his career, Mr. Finegan held sales and marketing
roles with Marion Laboratories and spent three years in banking with First Union
Corporation (Wachovia). Mr. Finegan earned a BA in Economics from
Wake Forest University.
Security Ownership of Management and
Principal Shareholders
The following table identifies and sets
forth certain information concerning the beneficial ownership of Common Stock,
including stock options currently exercisable and exercisable within 60 days, as
of December 31, 2008 by: (1) each current director of the Company; (2) each
of the Named Executive Officers (as defined in Item 402(a)(3) of
Regulation S-K of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)); and (3) all current directors and executive officers of
the Company as a group. The percent of class figure is based on
17,102,540 shares of our common stock outstanding as of December 31,
2008. All directors and executive officers as a group beneficially
owned 1,253,518 shares of Common Stock as of such date. Unless
otherwise indicated, the beneficial owners exercise sole voting and/or
investment power over their shares.
|
Name
of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of Class
|
|
Bradley
R. Mason
|
280,587
(1)
|
1.6%
|
|
James
F. Gero
|
171,371
(2)
|
1.0%
|
|
Alan
W. Milinazzo
|
177,692
(3)
|
1.0%
|
|
Thomas
M. Hein
|
160,500
(4)
|
*
|
|
Robert
S. Vaters
|
9,100
(5)
|
*
|
|
Jerry
C. Benjamin
|
100,282
(6)
|
*
|
|
Peter
J. Hewett
|
60,800
(7)
|
*
|
|
Dr.
Walter P. von Wartburg
|
31,000
(8)
|
*
|
|
Thomas
J. Kester
|
29,000
(9)
|
*
|
|
Kenneth
R. Weisshaar
|
25,500
(10)
|
*
|
|
Dr.
Guy J. Jordan
|
25,000
(11)
|
*
|
|
Michael
M. Finegan
|
40,768
(12)
|
*
|
|
Charles
W. Federico
|
6,225
(13)
|
*
|
|
Maria
Sainz
|
—
|
—
|
|
All
directors and executive officers as a group (18 persons)
|
1,253,518
|
7.3%
|
____________
|
*
|
Represents
less than one percent.
|
|
(1)
|
Reflects
2,506 shares owned directly, 88,080 shares owned indirectly and 190,001
shares issuable pursuant to stock options that are currently exercisable
or exercisable within 60 days of December 31,
2008.
|
|
(2)
|
Reflects
122,504 shares owned directly and 48,867 shares issuable pursuant to stock
options that are currently exercisable or exercisable within 60 days of
December 31, 2008.
|
|
(3)
|
Reflects
26,025 shares owned indirectly and 151,667 shares issuable pursuant to
stock options that are currently exercisable or exercisable within 60 days
of December 31, 2008.
|
|
(4)
|
Reflects
3,900 shares owned directly and 156,600 shares issuable pursuant to stock
options that are currently exercisable or exercisable within 60 days of
December 31, 2008.
|
|
(5)
|
Reflects
9,100 shares owned directly.
|
|
(6)
|
Reflects
69,282 shares owned directly and 31,000 shares issuable pursuant to stock
options that are currently exercisable or exercisable within 60 days of
December 31, 2008.
|
|
(7)
|
Reflects
59,800 shares owned directly and 1,000 shares issuable pursuant to stock
options that are currently exercisable or exercisable within 60 days of
December 31, 2008.
|
|
(8)
|
Reflects
31,000 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of December 31,
2008.
|
|
(9)
|
Reflects
4,000 shares owned directly and 25,000 shares issuable pursuant to stock
options that are currently exercisable or exercisable within 60 days of
December 31, 2008.
|
|
(10)
|
Reflects
500 shares owned directly and 25,000 shares issuable pursuant to stock
options that are currently exercisable or exercisable within 60 days of
December 31, 2008.
|
|
(11)
|
Reflects
25,000 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of December 31,
2008.
|
|
(12)
|
Reflects
40,768 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of December 31,
2008.
|
|
(13)
|
Reflects
4,325 shares owned directly, 900 shares owned indirectly and 1,000 shares
issuable pursuant to stock options that are currently exercisable or
exercisable within 60 days of December 31,
2008.
|
As of December 31, 2008, no person was
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Company, except as follows:
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of Class
|
|
FMR
Corp
82
Devonshire Street
Boston,
MA 02109
|
1,659,290
(1)
|
9.7%
|
|
Paradigm
Capital Management, Inc
Nine
Elk Street
Albany,
NY 12207
|
926,450
(2)
|
5.4%
|
|
Columbia
Wanger Asset Management, L.P.
227
West Monroe Street, Suite 3000
Chicago,
IL 60606
|
906,230
(3)
|
5.3%
|
|
Robert
Gaines Cooper
c/o
Venner Capital SA
Osprey
House
P.O.
Box 862
Old
Street
St
Helier
Jersey
JE4
2ZZ
UK
|
905,773
(4)
|
5.3%
|
|
Porter
Orlin LLC
666
5th Avenue, 34th Floor
New
York, NY 10103
|
899,209
(5)
|
5.3%
|
____________
|
(1)
|
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.
|
|
(2)
|
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.
|
|
(3)
|
Information
obtained from Schedule 13G/A filed with the SEC by Columbia Wanger Asset
Management, L.P. (“Columbia Wanger”) on July 2, 2008. The Schedule 13G/A
discloses that, of these shares, Columbia Wanger has sole power to vote or
direct the vote of 848,330 shares and sole power to dispose or to direct
the disposition of 906,230 shares.
|
|
(4)
|
Information
obtained from Schedule 13G filed with the SEC by Robert Gaines Cooper on
May 5, 2008. The Schedule 13G discloses that Robert Gaines
Cooper 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.
|
|
(5)
|
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.
|
Delivery of Documents to Shareholders
Sharing an Address
The SEC has adopted rules that permit
companies and intermediaries (e.g., brokers) to satisfy the delivery
requirements for proxy statements and annual reports with respect to two or more
Shareholders sharing the same address by delivering a single proxy statement and
annual report addressed to those Shareholders. This process, which is commonly
referred to as “householding,” potentially means extra convenience for
Shareholders and cost savings for companies.
A single Revocation Solicitation
Statement will be delivered to multiple Shareholders sharing an address unless
contrary instructions have been received from the affected Shareholders. Once
you have received notice from your broker that it will be “householding”
communications to your address, “householding” will continue until you are
notified otherwise or until you revoke your consent thereto. If, at any time,
you no longer wish to participate in “householding” and would prefer to receive
a separate Revocation Solicitation Statement, please notify your broker and
direct your written request to Georgeson, at 199 Water Street, 26th Floor,
New York, NY 10038. Shareholders who received multiple copies of the Revocation
Solicitation Statement at their address and would like to request “householding”
of their communications should contact their broker.
Shareholder
Proposals and Nominations
If you wish to submit a proposal to be
included in the Company’s 2009 proxy statement pursuant to Rule 14a-8 under the
Exchange Act, the Company must have received your written proposal on
or before December 30, 2008. Proposals and requests for information
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, our 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.
Where You Can Find More
Information
The Company is required to file annual,
quarterly and current reports, proxy statements and other information with the
SEC. You may read and copy any document we file at the SEC’s public reference
room located at 100 F Street, N.E., Room 1580, Washington, DC 20549. Please
call the SEC at 1-(800)-SEC-0330 for further information on the public reference
room. Our SEC filings are also available to the public at the SEC’s website at
http://www.sec.gov. You also may obtain free copies of the documents the Company
files with the SEC by going to the “Investors—Investors Home—SEC Filings”
section of our website at http://www.orthofix.com. The information provided on
our website is not part of this Revocation Solicitation Statement, and therefore
is not incorporated by reference.
The Board urges you to show your
support for the Company by signing, dating and delivering the enclosed BLUE
Revocation Card, as promptly as possible, by mail (using the enclosed
postage-paid envelope) to Georgeson at the address below. If you have any
questions or need any assistance in revoking a white Request Card you may have
given to Ramius, please contact:
Georgeson
199 Water
Street, 26th
Floor
New York,
NY 10038
Banks and
Brokers Call (212) 440-9800
All
Others Call Toll-Free (800) 323-4133
Form
of BLUE Revocation Card
IF
YOU HAVE PREVIOUSLY SIGNED A WHITE CONSENT CARD, YOU MAY REVOKE THAT CONSENT BY
SIGNING, DATING AND MAILING THE ENCLOSED BLUE CONSENT REVOCATION CARD
IMMEDIATELY. EVEN IF YOU HAVE NOT SIGNED RAMIUS’ CONSENT CARD, YOU CAN SHOW YOUR
SUPPORT FOR YOUR BOARD BY SIGNING, DATING AND MAILING THE ENCLOSED BLUE CONSENT
REVOCATION CARD.
Orthofix
International N.V.
THIS
REVOCATION OF CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ORTHOFIX INTERNATIONAL N.V. IN OPPOSITION TO THE SOLICITATION BY
RAMIUS.
The
undersigned, a holder of shares of the common stock, par value $0.10 per
share (the “Common Stock”) of Orthofix International N.V. (the “Company”),
acting with respect to all of the shares of Common Stock held by the
undersigned, hereby revokes any and all consents that the undersigned may have
given with respect to the proposal set forth on the other side of this
card:
The Board
of Directors of the Company unanimously recommends that you “REVOKE CONSENT” on the
proposal set forth on the other side of this card. Please sign, date and mail
this revocation of consent card today.
|
1.
|
Proposal
made by Ramius to call a special general meeting of shareholders for the
purpose of considering and voting upon (i) the removal without cause
of four of the Company’s current directors; (ii) the removal without cause
of any director appointed by the Company’s Board of Directors (the
“Board”) without shareholder approval between December 10, 2008 and
including the date of the special meeting; (iii) electing Ramius’ own
director nominees to fill the resulting vacancies on the Board; and
(iv) transacting such other business as may properly come before the
special meeting.
|
o REVOKE
CONSENT o DO NOT REVOKE
CONSENT
Instructions: If no
direction is made with respect to the foregoing proposal, or if you mark the
“REVOKE CONSENT” box with respect to the
foregoing proposal, this revocation card will revoke all previously executed
consents with respect to such proposal.
Please
sign your name below exactly as it appears hereon. If shares are held jointly,
each stockholder should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by the president or other authorized officer. If a
partnership, please sign in partnership name by an authorized
person.
Dated: ,
2009
Signature:
Signature:
(if held jointly)
PLEASE
SIGN, DATE AND RETURN THIS REVOCATION OF CONSENT CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED.