RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
c/o
RCG Starboard Advisors, LLC
599
Lexington Avenue, 20th Floor
New
York, New York 10022
January
28, 2009
VIA FACSIMILE AND FEDERAL
EXPRESS
Orthofix
International N.V.
7 Abraham
de Veerstraat Curaçao
Netherlands
Antilles
United
States Corporate Offices
1720 Bray
Central Drive
McKinney,
TX 75069
Attn:
Corporate Secretary
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Re:
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Ramius Value and
Opportunity Master Fund Ltd Written Request Solicitation of Orthofix
International N.V.
Shareholders
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Dear Sir
or Madam:
Ramius
Value and Opportunity Master Fund Ltd, an exempted company organized under the
laws of the Cayman Islands (“Ramius”) with a business address of c/o Citco Fund
Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand
Cayman, Cayman Islands, British West Indies, hereby delivers to you, the
Corporate Secretary of Orthofix International N.V., a limited liability company
organized under the laws of the Netherlands Antilles (“Orthofix” or the
“Company”), written requests to call a special general meeting of the Company’s
shareholders pursuant to Article 129 of the Netherlands Antilles Civil Code (the
“Antilles Code”). Such written requests are signed by shareholders
that may cast at least 10% of the votes with regard to a specific subject
matter, as required by the Code.
As you
can see below, Ramius has received the support of shareholders representing
approximately 55% of the outstanding shares to request that the Company call a
special general meeting of shareholders. Ramius believes this strong show of
support, which is well in excess of the required 10% threshold, clearly
demonstrates that shareholders demand the opportunity to exercise their right to
call a special general meeting for the purpose of voting on the composition of
the board. Ramius therefore urges you to schedule the special general
meeting as soon as practicable in accordance with both the Code and the
Company’s Articles of Association.
The
written requests are from the holders of 9,434,251 shares of the Company’s
Common Stock, par value $.001 per shares (the “Shares”). The Shares
represent 55.16% of the outstanding Common Stock as of January 6, 2009, based
upon the Company’s disclosure in its Revocation Solicitation Statement filed
with the Securities and Exchange Commission on January 12, 2009 that “as of
December 31, 2008, there were 17,102,540 outstanding shares of Common
Stock.”
The
enclosed materials include:
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1.
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A
Written Request executed by Broadridge Financial Solutions, Inc.
(“Broadridge”) on behalf of its clients, representing 9,140,137
Shares.
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2.
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A
Written Request executed by Goldman, Sachs & Co., DTC participant 5,
representing 93,103 Shares.
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3.
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A
Written Request executed by Morgan Stanley & Co. Incorporated, DTC
participant 50, representing 201,011
Shares.
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The
Depository Trust Company has advised us that on January 28, 2009 it mailed its
omnibus proxy relating to our solicitation of Written Requests to Dan
Yarborough, Orthofix International N.V., 800 Boylston Street, 39th Floor,
Boston, MA 02199.
Please
acknowledge your receipt of this letter and the enclosed written consents by
signing and date-stamping the attached copy of this letter and returning it in
the postage paid envelope provided.
Very
truly yours,
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
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By:
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Name:
Owen S. Littman
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Title:
Authorized Signatory
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Receipt
Acknowledged
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By:
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Name:
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Date:
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CERTAIN
INFORMATION CONCERNING PARTICIPANTS
Ramius
Value and Opportunity Master Fund Ltd (“Value and Opportunity Master Fund”),
together with the other participants named herein, has filed a definitive
solicitation statement and an accompanying WHITE request card with the
Securities and Exchange Commission (“SEC”) to be used to solicit written
requests from shareholders of Orthofix International N.V., a limited liability
company organized under the laws of the Netherlands Antilles (the “Company”), to
call a special general meeting of the Company for the purpose of seeking to
remove and replace certain directors of the Company.
The
participants intend to file and disseminate a separate proxy statement and proxy
card relating to proposals to be voted upon at the special general
meeting.
VALUE AND
OPPORTUNITY MASTER FUND ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE
SOLICITATION MATERIALS AS THEY BECOME AVAILABLE 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 786,045 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 786,045 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 115,935
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
115,935 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 786,045 shares of Common Stock of the Company owned by Value and Opportunity
Master Fund and the 115,935 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.
Contact:
Media
& Shareholders:
Sard
Verbinnen & Co
Dan
Gagnier/ Renée Soto/Jonathan Doorley
212-687-8080
Source:
Ramius LLC