Orthofix International NV has declared victory over the rebels.
Orthofix is a medical device manufacturer, headquartered in Boston, Massachusetts but organized in accord with the laws of the Netherlands Antilles.
At a special general meeting of its shareholders, April 2, the incumbent board members won re-election as against the four nominees of Ramius.
In its statement Thursday, Orthofix said: “The Board of Directors and management team of Orthofix are thankful that shareholders chose to reject the short-term focus of the Ramius proposals, instead voting to support the Company’s long-term strategic plan to deliver shareholder value.”
One of the Ramius proposals was that Orthofix should sell its Blackstone Medical division, a maker of spinal implant products that Othofix purchased in 2006, taking on a heavy debt load in the process.
Before the meeting, Robert Gaines-Cooper had spoken up on behalf of retaining Blackstone. Gaines-Cooper, Group Chairman of Venner Capital SA, said that a spine strategy is crucial to Orthofix' future, and that Blackstone is "poised for a solid 2009 and beyond."
Anyway, the management now has a green light for their spinal strategy. The shareholder vote has presumably strengthened their backbone.
Showing posts with label Orthofix. Show all posts
Showing posts with label Orthofix. Show all posts
Sunday, April 12, 2009
Wednesday, March 25, 2009
three brief items
1. Routine votes from brokers
The Securities and Exchange Commission has recently put out for comment a proposed amendment to NYSE rule 452. This rule allows brokers to cast votes on certain routine matters on a client/investor's behalf, if that investor (the beneficial owner) has not provided specific instructions to the broker at least 10 days before a scheduled meeting.
The significance of the practice is that it helps companies meet quorum requirements for those boring issues real people don't care about.
But of course there is lots of room for debate over what should or shouldn't count as a routine issue for this purpose. I hope to have something more to say here along these lines next week.
2. Orthofix resisting Ramius nominees
Ramius LLC and affiliated entities are trying to put three nominees on the board of the orthopedics-product company Orthofix. The nominees are: J. Michael Egan, Peter A. Feld and Charles T. Orsatti. If successful, they will replace current Chairman of the Board James F. Gero, and directors Peter J. Hewett and Walter P. Von Wartburg.
Orthofix is resisting, and the matter will presumably be resolved by or at a special meeting of the company's shareholders on April 2.
Proxy Governance Inc. has issued its own report on this contest, in which it said: "The problem with the dissident campaign is not an inability to evaluate what went wrong, but the profound absense of a plan to effect a credible recovery."
Orthofix is of course ensuring that everybody knows that PGI has said this.
3. CV Therapeutics takeover bid ends
Astellas Pharma, a Japanese company, announced last week the end of its hostile bid for CV Therapeutics. It had made a tender offer of $16 a share.
Astellas was outbid by Gilead Sciences, and Astellas says that it doesn't see value for its shareholders in trying to top Gilead's offer of $20 a share.
My impression is that there is a lot of dry powder out there, especially in the far East. Companies have responded to the crises of the last year and a half by selling assets and holding cash. Now they're tire of cash. Cash is boring. They want to put it to work. We may see a lot of merger and acquisition activity and even some bidding wars coming down the pike, and this one may look like a harbinger.
Gilead and CV are both California-based companies, so this is a neighbor-buys-neighbor story. But not every Far Eastern bidder will withdraw with such quiet grace.
The Securities and Exchange Commission has recently put out for comment a proposed amendment to NYSE rule 452. This rule allows brokers to cast votes on certain routine matters on a client/investor's behalf, if that investor (the beneficial owner) has not provided specific instructions to the broker at least 10 days before a scheduled meeting.
The significance of the practice is that it helps companies meet quorum requirements for those boring issues real people don't care about.
But of course there is lots of room for debate over what should or shouldn't count as a routine issue for this purpose. I hope to have something more to say here along these lines next week.
2. Orthofix resisting Ramius nominees
Ramius LLC and affiliated entities are trying to put three nominees on the board of the orthopedics-product company Orthofix. The nominees are: J. Michael Egan, Peter A. Feld and Charles T. Orsatti. If successful, they will replace current Chairman of the Board James F. Gero, and directors Peter J. Hewett and Walter P. Von Wartburg.
Orthofix is resisting, and the matter will presumably be resolved by or at a special meeting of the company's shareholders on April 2.
Proxy Governance Inc. has issued its own report on this contest, in which it said: "The problem with the dissident campaign is not an inability to evaluate what went wrong, but the profound absense of a plan to effect a credible recovery."
Orthofix is of course ensuring that everybody knows that PGI has said this.
3. CV Therapeutics takeover bid ends
Astellas Pharma, a Japanese company, announced last week the end of its hostile bid for CV Therapeutics. It had made a tender offer of $16 a share.
Astellas was outbid by Gilead Sciences, and Astellas says that it doesn't see value for its shareholders in trying to top Gilead's offer of $20 a share.
My impression is that there is a lot of dry powder out there, especially in the far East. Companies have responded to the crises of the last year and a half by selling assets and holding cash. Now they're tire of cash. Cash is boring. They want to put it to work. We may see a lot of merger and acquisition activity and even some bidding wars coming down the pike, and this one may look like a harbinger.
Gilead and CV are both California-based companies, so this is a neighbor-buys-neighbor story. But not every Far Eastern bidder will withdraw with such quiet grace.
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