Ramius
Sends Letter to Orthofix Shareholders
Expects
to File Definitive Proxy Materials For Special Meeting Today
Urges
Shareholders To Elect Four New, Highly-Qualified Directors To Orthofix
Board
Wednesday
February 25, 2009, 11:38 am EST
NEW
YORK--(BUSINESS WIRE)--RCG Starboard Advisors, LLC, an affiliate of Ramius LLC
(the “Ramius Group”), today announced that it expects to file today with the
Securities and Exchange Commission definitive proxy materials in connection with
its proposals to elect four new, highly-qualified director nominees -- J.
Michael Egan, Peter A. Feld, Steven J. Lee, and Charles T. Orsatti -- to replace
four current members of Orthofix International N.V.’s (“Orthofix” or the
“Company”) (Nasdaq: OFIX - News) ten-member Board at a Special General Meeting
of Shareholders on April 7, 2009. The Ramius Group is seeking to replace James
F. Gero, Peter J. Hewett, Thomas J. Kester, and Walter P. Von Wartburg. The
Ramius Group also announced today that it has sent a letter to its fellow
Orthofix shareholders urging them to support the election of Ramius’ slate of
independent and experienced director nominees. The Ramius Group is the
beneficial owner of approximately 5.5% of the Company’s outstanding common
shares.
Ramius
Partner Jeffrey C. Smith stated, “Orthofix is at a critical juncture. The
current Board has presided over an extended period of gross underperformance and
poor decision making that has led to significant shareholder value destruction.
The recent actions the Company has taken to remedy the poor performance and
over-levered balance sheet are inadequate. Given the challenging economic
environment and the continued issues at the Blackstone unit, we feel the
Company’s current plan provides little margin for error and puts shareholders at
substantial risk.”
Added
Smith, “We firmly believe a reconstituted Board is vital to the Company’s future
success. We urge shareholders to elect four new, highly-qualified director
nominees who can evaluate the opportunities and challenges that face Orthofix
with an open mind and a fresh perspective.”
Please
visit www.ShareholdersForOrthofix.com for more information on the upcoming
Special Meeting and to view Ramius’ solicitation materials in connection with
the Special Meeting.
The full
text of the letter follows:
February
25, 2009
Dear
Fellow Orthofix Shareholder:
CHANGE
IS NEEDED NOW -- SUPPORT RAMIUS’ EFFORTS TO ELECT FOUR HIGHLY QUALIFIED
DIRECTORS TO THE ORTHOFIX BOARD
RCG
Starboard Advisors, LLC, an affiliate of Ramius LLC (the “Ramius Group”),
currently owns 5.5% of the outstanding common stock of Orthofix International
N.V. (“Orthofix” or “the Company”), making us one of its largest shareholders.
As you know, on January 28, 2009 we delivered to Orthofix written requests from
the holders of approximately 55% of the shares outstanding for the Company to
call a Special General Meeting of Shareholders (the “Meeting”) for the purpose
of electing four highly qualified nominees – J. Michael Egan, Peter A. Feld,
Steven J. Lee, and Charles T. Orsatti -- to replace four of Orthofix’s ten
current directors. Pursuant to this request, Orthofix announced on February 10,
2009, that the Company would hold the Meeting on April 7, 2009.
RAMIUS’
NOMINEES ARE COMMITTED TO ACTING IN YOUR BEST INTERESTS
The
enclosed materials outline our views regarding Orthofix and our proposals to
elect four new highly qualified director nominees. The nominees would replace a
minority of the Board consisting of four current members of Orthofix’s
ten-member Board: James F. Gero, Peter J. Hewett, Thomas J. Kester and Walter P.
Von Wartburg. We are taking these actions because we believe the current Board
has failed to represent the best interests of Orthofix shareholders. Their
failure, in our opinion, has led to a significant deterioration in shareholder
value which must be immediately addressed through change at the Board level. We
firmly believe a reconstituted Board is vital to the Company’s future success.
We are therefore seeking to elect four independent and experienced directors to
be the eyes, ears, and voices of all Orthofix shareholders. We are not seeking control of the
Company. Rather, we want to ensure accountability at the Board level by
electing directors who can evaluate the opportunities and challenges at Orthofix
with an open mind and a fresh perspective.
We
urge you to support our efforts at the Meeting to elect the nominees, who are
independent from Orthofix and who possess the fortitude, skill sets and
experience to maximize value for all Orthofix shareholders.
THE
CURRENT BOARD HAS OVERSEEN THE COMPANY THROUGH A PERIOD OF SIGNIFICANT
SHAREHOLDER VALUE DESTRUCTION
Under the
direction of the current Board, Orthofix shareholders have suffered massive
declines in shareholder value. As depicted in the chart below, since the
acquisition of Blackstone on August 10, 2006, shares of Orthofix have dropped
significantly, outpacing declines in the broader stock market as well as
industry peers.
See
Multimedia Asset labeled “Stock
Price Performance From August 10, 2006 to February 20, 2009”
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5904078〈=en
Additionally,
as shown in the table below, over the past one, three and five years, Orthofix
stock has underperformed each of these benchmarks in every period by a wide
margin.
1,
3, and 5-Year Stock Price Performance Through February 20, 2009
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Peer
Group
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(30.6%)
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(24.4%)
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(9.5%)
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NASDAQ
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(38.1%)
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(36.8%)
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(28.2%)
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S&P
500
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Orthofix
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(52.5%)
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(57.2%)
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(58.6%)
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The stock
performance is dramatically worse when considering the one, three, and five year
declines prior to December 2, 2008, the day before Ramius first issued a press
release and an open letter to shareholders outlining our ideas for value
creation at Orthofix.
1,
3, and 5-Year Stock Price Performance Through December 2, 2008
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Peer
Group
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(35.5%)
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(30.9%)
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(8.3%)
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NASDAQ
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(45.0%)
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(36.2%)
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(29.4%)
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S&P
500
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Orthofix
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(79.9%)
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(68.6%)
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(75.6%)
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** Peer
Group per Orthofix 10-K includes: Smith & Nephew, Medtronic, Johnson &
Johnson, Synthes, Stryker, Zimmer, Kinetic Concepts, Ossur, and I-Flow. Peer
Group index is equal-weighted.
This
long history of dramatic underperformance is unacceptable. It is particularly
unacceptable since the business should be defensive and is in an industry that
has seen substantial growth and profitability over the past several
years.
WE
BELIEVE THE DISMAL STOCK PERFORMANCE IS PRIMARILY RELATED TO THE ILL-CONCEIVED
AND POORLY EXECUTED ACQUISITION OF BLACKSTONE MEDICAL
We
believe the acquisition of Blackstone Medical (“Blackstone”) was a failure from
the outset. In the Company’s proxy materials, they maintain that a thorough due
diligence process was conducted and that an effective operating plan was
implemented. However, we would
remind shareholders that since the acquisition Blackstone has experienced
tremendous turmoil. Over the past two years, there have
been:
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Substantial
management and distributor
turnover,
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Legal
issues arising from an investigation by the Office of the Inspector
General (“OIG”),
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The
loss of Trinity, a key biologic
product,
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Significant
declines in sales, and
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Massive
operating losses.
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Ask
yourself how a thorough due diligence process and effective operating plan could
possibly lead to an acquisition where the carrying value of the Company’s
investment in Blackstone, originally $333 million, is written down by 93% to
$23.5 million in two years? If the due diligence was thorough, was it
competent?
Contrary
to the Company’s assertions, we firmly believe that senior management and the
Board failed to address critical risk factors during due diligence, failed to
implement and execute a profitable operating plan and, in light of the current
restructuring plan, have once again failed to take sufficient
action.
In the
fourth quarter of 2008, Blackstone revenues continued their negative trajectory,
falling 7% year-over-year. Yet management is counting on revenue growth of
between 8% and 12% in 2009. Management is also predicting dramatically improved
gross profit margins at Blackstone driven by sales of the yet-to-be-released
Trinity Evolution product. Although we are hopeful this product will be a
success, we find it difficult to believe that Blackstone will achieve operating
profit in the fourth quarter of 2009 based upon the performance of a brand new
product with uncertain market adoption.
ORTHOFIX’S
2009 GUIDANCE APPEARS AGGRESSIVE AND HEAVILY BACK-END WEIGHTED
Upon
preliminary review of the fourth quarter 2008 results and 2009 guidance, we are
concerned that the Company is counting on significant back-end weighted growth
and margin improvement to meet 2009 guidance. Although the Company recently
halted its practice of providing quarterly guidance in addition to full year
guidance, it appears from commentary on the conference call as well as updated
analyst estimates, that earnings expectations are heavily
weighted to the second half of 2009. Analyst consensus estimates
currently project first half 2009 earnings of $0.46 per share and second half
2009 earnings of $0.89 per share – nearly 70% of 2009 earnings
expected in the second half of the year. We believe this guidance is
extremely aggressive in light of a difficult economic outlook for 2009 and the
uncertainties around Blackstone’s performance.
It is
important to note that since the acquisition of Blackstone in 2006, Orthofix has
materially missed annual earnings guidance for 2007 and 2008. As shown in the
chart below, the Company materially missed both 2007 and 2008 earnings guidance,
even when looking at fully-adjusted earnings per share excluding non-cash
items.
See
Multimedia Asset labeled “Adjusted EPS, Excluding Non-Cash
Items”
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5904078〈=en
Given
this poor track record of consistently missing earnings guidance, shareholders
should consider the likelihood that the Company will fail to meet its 2009
guidance and the resulting covenant risk.
THIS
BOARD’S ILL-ADVISED DECISIONS HAVE SADDLED ORTHOFIX WITH A HEAVY DEBT LOAD AND
HAVE PUT THE COMPANY IN A PRECARIOUS POSITION
In
addition to generating substantial operating losses, the acquisition of
Blackstone saddled Orthofix with a heavy debt load that has now put the Company
in a precarious position. The Company attempts to casually dismiss this serious
concern by stating, “The Company remains, and expects to continue to remain, in
compliance with its debt covenants.” What they conveniently fail to disclose to
you is that they would not have remained in compliance if not for an amendment
to the original covenant. The amendment to the credit agreement, which was
signed in October 2008, has already cost you, and will continue to cost you.
Consider the following:
ORTHOFIX SAYS: “Since entering
into the credit agreement in September 2006 at the time of the Blackstone
acquisition, the Company has remained in compliance with the leverage ratio and
other covenants under such agreement.”
ORTHOFIX DOES NOT WANT YOU TO HEAR:
In October 2008, Orthofix was forced to negotiate an amendment to the
credit agreement prior to breaking the Total Debt / EBITDA covenant. This cost
the Company a $1.5 million
waiver fee plus an increase in interest rate that is costing the Company
an additional $8 million per
year in interest expense, or the equivalent of $0.40 per share
pre-tax.
ORTHOFIX SAYS: “Shareholders
should be aware that no significant principal payments are required until
December 2012.”
ORTHOFIX DOES NOT WANT YOU TO
HEAR: The amended Total Debt / EBITDA covenant begins to ratchet down in
the third quarter of 2009 and by the third quarter of 2010, the Company must
comply with a 2.5x Total Debt / EBITDA covenant. This compares to the current
ratio of 3.4x. Compliance with the covenant would require EBITDA of $113 million
for the twelve-month period ending September 30, 2010 or the repayment of an
additional $80 million of debt. 2008 EBITDA was $84.9 million and 2009 guidance
is for $93 million to $98 million.
CORPORATE
SPENDING HAS BALLOONED UNDER THE DIRECTION OF THE CURRENT BOARD
In
addition to the unacceptable operating performance at Blackstone, corporate
overhead expenses have increased significantly under the direction of the
current Board. In the Company’s proxy materials, they attempt to justify
increases in corporate overhead since the acquisition of Blackstone based on a
shift in the “internal cost allocation structure”, as well as $4 million of
non-recurring items. We believe their analysis is seriously flawed and
self-serving. Consider the following:
ORTHOFIX SAYS: “If we had
accounted for these overhead expenses at the corporate level in 2006 in the same
way that we do today, the overhead expenses for the twelve months prior to the
Blackstone acquisition would have been approximately $12.6 million, instead of
the $10.2 million that Ramius references. Moreover, the Company’s parent-level
corporate overhead expenses for the last twelve months include approximately $4
million for non-recurring items such as strategic initiatives. If these
non-recurring items are excluded from Ramius’ $20 million overhead estimate for
the last twelve months, the increase in parent-level corporate overhead is only
approximately $3.4 million, or 27% of $12.6 million. We also note that the
Company had revenue of $365 million in 2006 and revenue of $520 million in 2008,
an increase of over 40%.”
ORTHOFIX DOES NOT WANT YOU TO HEAR:
In our initial letter to shareholders on December 3, 2008, we stated,
“Corporate overhead was $10.2 million for the twelve-month period preceding the
acquisition of Blackstone. For the last twelve months, this number has ballooned
to over $20 million, even when
excluding certain one-time items.” We were very clear about
the fact that we had already excluded the $4 million of non-recurring items from
our calculation. In fact, the total corporate overhead expenses were $23.9
million. In the table below, we have outlined the undisputable
facts:
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Analysis
of Corporate Overhead
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$(in
millions)
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Last
Twelve Months Statistics
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Corporate
Overhead (as reported)
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$23.9
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Non-Recurring
Items (per company)1
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Adjusted
Corporate Overhead
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$19.9
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Twelve
Months Prior to Blackstone Acquisition Statistics (6/30/06
LTM)
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Corporate
Overhead (as reported)
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$10.2
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Corporate
Overhead (with adjusted cost allocation)1
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$12.6
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Increase
in Corporate Overhead (as reported)
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95.0%
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Increase
in Corporate Overhead (with adjusted cost allocation)
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(1)
Per Company proxy statement filed on February 13, 2009.
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Clearly,
corporate overhead costs have in fact ballooned since the acquisition of
Blackstone. Excluding the $4 million of non-recurring items, corporate expenses
increased 95%, or $0.57 per share pre-tax, for the last twelve months in
comparison to the twelve-month period prior to the acquisition of Blackstone.
Even if you compare current corporate overhead with the $12.6 million number
that the Company presented in its proxy materials, corporate overhead costs have still
increased by almost 60%, or $0.43 per share pre-tax, since the Blackstone
acquisition.
ORTHOFIX SAYS: “We also note
that the Company had revenue of $365 million in 2006 and revenue of $520 million
in 2008, an increase of over 40%. As a result, contrary to Ramius’ assertion, a
more informed analysis of the Company’s corporate overhead clearly shows that
when the increase in parent-level corporate overhead is compared to the increase
in the Company’s revenues over the same period of time, parent-level corporate
overhead is far from “bloated” as Ramius claims.”
ORTHOFIX DOES NOT WANT YOU TO HEAR:
In our opinion, a comparison of revenue growth to growth in corporate
overhead is flawed. In this situation, a vast majority of the 40% revenue growth
they refer to in their proxy materials was due to the acquisition of Blackstone.
Blackstone lost $23.5 million of operating income in the last twelve months. So
assuming the increase in corporate overhead was primarily a result of the
Blackstone acquisition, in total, Blackstone was responsible for over $30
million of operating losses in the last twelve months, or $1.80 per share of
pre-tax losses. A more pertinent comparison would be growth in corporate
overhead due to the acquisition of Blackstone versus the profit contribution of
the acquisition. Given the substantial losses at Blackstone, it seems nearly
impossible to justify the substantial increase in corporate
overhead.
Finally,
one of the truest examples of the unbridled spending at Orthofix is the current
Board-approved decision to move the corporate headquarters from North Carolina
to the 39th Floor of the Prudential Tower in Boston, a high-cost city where the
Company has no other business purpose. Ask yourselves what benefits Orthofix
shareholders could possibly have realized from this action? Why is our corporate
headquarters in Boston?
SHAREHOLDERS
CANNOT AFFORD TO LET THE COMPANY CONTINUE TO MAKE MISTAKES
In our
opinion, it remains absolutely clear that the actions the current Board has
taken to remedy the Company’s poor performance are entirely inadequate. The
recently announced restructuring initiatives at Blackstone are expected to cost
$4.2 million of cash in 2008 and 2009 in order to save $5 million per year
beginning in 2011. These savings are dwarfed by the $23.5 million of operating
losses generated by Blackstone in the last twelve months ending September 30,
2008. We fail to see how a restructuring plan that yields such minimal savings
in two years comes anywhere close to addressing the real issues facing Orthofix
today.
The
highly-levered balance sheet is a real risk which requires strong leadership and
prudent oversight. Orthofix faces tightening debt covenants that require
substantial improvements in EBITDA and/or material reductions in debt. Although
the 2009 EBITDA guidance recently issued by the Company of $93 million to $98
million would, if achieved, appear to allow the Company to meet the covenant
requirements through the end of 2009, we remain concerned because we believe
this guidance to be heavily back-end weighted towards the second half of 2009
and highly speculative. Additionally, this aggressive guidance counts on
dramatic improvements in Blackstone, as we discussed above. Even if the low end
is achieved, the Company would have a Total Debt / last twelve month EBITDA
ratio of 3.0x versus the 3.25x covenant, a slim margin. Further, this covenant
continues to ratchet down to 2.5x by the third quarter of 2010. Given the challenging economic
environment and the continued issues at Blackstone, we feel the Company’s
current plan provides little margin for error and puts shareholders at
substantial risk.
YOU
HAVE THE OPPORTUNITY TO TAKE ACTION AND REMEDY THE SITUATION BY ELECTING RAMIUS’
DIRECTOR NOMINEES
We believe the current Board lacks
accountability to shareholders. In our opinion, Orthofix needs new Board members
who can approach the situation with a fresh perspective and provide true and
responsible accountability to shareholders. If elected, the nominees will
work diligently with the remaining members of the current Board to evaluate any
and all opportunities to improve value for shareholders. Although we firmly
believe that exploring a potential sale of Blackstone is in the best interest of
shareholders, the nominees remain open-minded about all opportunities, both
strategic and operational, to ensure the financial stability and future success
of Orthofix. These opportunities could include possible divestitures, further
restructurings, corporate cost reductions, or other strategic
alternatives.
THE
RAMIUS NOMINEES HAVE THE RIGHT EXPERIENCE TO OVERSEE A SUCCESSFUL TURNAROUND AT
ORTHOFIX
DO
NOT BE MISLED BY THE COMPANY’S ATTEMPT TO DISTRACT SHAREHOLDERS FROM THE REAL
ISSUES FACING ORTHOFIX
We
believe the four nominees are each uniquely qualified to help develop and
execute a successful turnaround of Orthofix. Complete biographies are available
in the proxy materials filed today as well as on our website,
www.ShareholdersForOrthofix.com. Three of the four nominees have extensive
operational and board experience in the medical space. These individuals have
founded, run, and overseen several highly successful businesses in the
orthopedic and broader medical field. Two of these individuals played crucial
roles in the development, success, and eventual sale of two leaders in the
sports medicine and diabetes care segments. In addition to new, independent
board members with relevant experience, we feel it is crucial to augment these
candidates with direct shareholder representation to ensure that the Board is
taking actions that are in the best interests of all shareholders.
Charles T. Orsatti was the
managing partner responsible for sourcing and executing the transaction that
ultimately formed dj Orthopedics, a leading provider of sports medicine
products, in 1999. He served as Chairman of dj Orthopedics until 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.
Steven J. 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. In 2007, the company was sold to Medco Health for
$1.5 billion. Contrary to the allegations made by the Company regarding Mr. Lee,
he has never been accused of any wrongdoing or of any ethical lapse by the
Federal government or any other regulatory authority. Additionally, PolyMedica
never admitted to any wrongdoing as part of its settlement with the Federal
government. It is fairly commonplace for companies who rely on government
reimbursement to be investigated from time to time. Due to the high legal costs
to defend these investigations, many of them settle for cash payments without
prejudice. This was most certainly the case with PolyMedica. We find it
interesting that Orthofix would use this diversion to try to discredit Mr. Lee,
when Orthofix itself is currently the target of an investigation by the
Department of Health and Human Services, Office of the Inspector General
(“OIG”), under the authority of the federal healthcare anti-kickback and false
claims statute.
J. Michael Egan also brings
extensive experience in the orthopedic field. As the Chief Executive Officer of
the Steadman Hawkins Research Foundation, an orthopedic research organization,
Mr. Egan is well versed in the latest technologies, trends and best practices in
orthopedic procedures. In his prior role as the President and CEO of Bluebird
Development, LLC, a distributor of medical devices in Asia, Mr. Egan built a
solid working knowledge of Orthofix and the products it offers.
In
addition to these highly qualified, independent director nominees, we feel it is
crucial at this juncture for shareholders to have direct representation on the
Board of Orthofix.
Peter A. Feld is a Managing
Director of Ramius and has been instrumental in the success of our investment
programs. He is highly qualified and eager to serve on the Board of Orthofix in
order to represent the best interests of all shareholders.
It is
unfortunate that the current Orthofix Board has chosen to personalize its
attacks on the nominees instead of focusing on the critical issues facing
Orthofix today. These accusations are merely an attempt by the current Board to
distract shareholders from the issues at hand. These Board members have overseen
a period of significant shareholder value destruction and are now resorting to
diversionary tactics as an attempt to further entrench themselves. In addition to adding much needed
expertise and accountability to the Board, we believe the election of the
nominees will send a strong message to management and the remaining members of
the Board that shareholders demand that the Board represent their best
interests.
VOTE
FOR CHANGE AT ORTHOFIX – PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD
TODAY
Please
visit www.ShareholdersForOrthofix.com for more information on the upcoming
special meeting and to view Ramius’ solicitation materials in connection with
the meeting.
Best
Regards,
/s/
Jeffrey
C. Smith
Partner
Ramius
LLC
# #
#
CERTAIN
INFORMATION CONCERNING PARTICIPANTS
Ramius
Value and Opportunity Master Fund Ltd (“Value and Opportunity Master Fund”),
together with the other participants named herein, has made a definitive filing
today with the Securities and Exchange Commission (“SEC”) of a proxy statement
and accompanying GOLD proxy card to be used to solicit votes for proposals to
elect four director nominees to replace four current members of the Board of
Directors of Orthofix International N.V., a limited liability company organized
under the laws of the Netherlands Antilles (the “Company”), at a special general
meeting of the Company that Value and Opportunity Master Fund, together with
certain other shareholders of the Company, requested that the Company call
pursuant to the Netherlands Antilles Civil Code. The Company has scheduled the
special general meeting to be held on April 7, 2009.
VALUE AND
OPPORTUNITY MASTER FUND ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE
SOLICITATION MATERIALS IN CONNECTION WITH THE SPECIAL GENERAL MEETING BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. SUCH MATERIALS ARE AVAILABLE AT NO CHARGE ON
THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE
SOLICITATION WILL PROVIDE COPIES OF THE SOLICITATION MATERIALS WITHOUT CHARGE
UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY
SOLICITOR, INNISFREE M&A INCORPORATED, AT ITS TOLL-FREE NUMBER: (888)
750-5884.
The
participants in the proxy solicitation are Value and Opportunity Master Fund,
Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”), Ramius Advisors,
LLC (“Ramius Advisors”), RCG Starboard Advisors, LLC (“RCG Starboard Advisors”),
Ramius LLC (“Ramius”), C4S & Co., L.L.C. (“C4S”), Peter A. Cohen (“Mr.
Cohen”), Morgan B. Stark (“Mr. Stark”), Thomas W. Strauss (“Mr. Strauss”),
Jeffrey M. Solomon (“Mr. Solomon”), Peter A. Feld (“Mr. Feld”), J. Michael Egan
(“Mr. Egan”), Steven J. Lee (“Mr. Lee”) and Charles T. Orsatti (“Mr.
Orsatti”).
As of the
date of this filing, Value and Opportunity Master Fund beneficially owns 818,945
shares of Common Stock of the Company. RCG Starboard Advisors, as the investment
manager of Value and Opportunity Master Fund, is deemed to be the beneficial
owner of the 818,945 shares of Common Stock of the Company owned by Value and
Opportunity Master Fund.
As of the
date of this filing, Enterprise Master Fund beneficially owns 130,035 shares of
Common Stock of the Company. Ramius Advisors, as the investment advisor of
Enterprise Master Fund, is deemed to be the beneficial owner of the 130,035
shares of Common Stock of the Company owned by Enterprise Master
Fund.
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 each deemed to be the beneficial owners of
the 818,945 shares of Common Stock of the Company owned by Value and Opportunity
Master Fund and the 130,035 shares of Common Stock of the Company owned by
Enterprise Master Fund. Messrs. Cohen, Stark, Strauss and Solomon share voting
and dispositive power with respect to the shares of Common Stock of the Company
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.
As of the
date of this filing, none of Messrs. Feld, Egan, Lee or Orsatti directly own any
shares of Common Stock of the Company.
As
members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, each of the participants in this solicitation
is deemed to beneficially own the shares of Common Stock of the Company
beneficially owned in the aggregate by the other participants. Each of the
participants in this proxy solicitation disclaims beneficial ownership of such
shares of Common Stock except to the extent of his or its pecuniary interest
therein.
Photos/Multimedia
Gallery Available:
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5904078〈=en
MULTIMEDIA
AVAILABLE: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5904078
Contact:
Media
& Shareholders:
Sard
Verbinnen & Co
Dan
Gagnier/ Renée Soto/Jonathan Doorley, 212-687-8080