Three New Directors Bring Substantial Finance,
Strategic Development, Healthcare and MedTech Experience
Orthofix Medical Inc. (NASDAQ: OFIX) (“Orthofix” or the
“Company”) today announced the appointment of three new independent
directors to the Company’s Board. These new directors bring
substantial finance, strategic development, healthcare and medical
technology experience to further advance Orthofix’s position as a
leading global spine and orthopedics company. The appointments
follow constructive engagement and entry into a cooperation
agreement with Engine Capital Management, LP (together with its
affiliates, “Engine”), one of the Company’s largest shareholders,
which owns approximately 8.2% of Orthofix’s outstanding shares.
Catherine Burzik, Chair of the Orthofix Board of Directors and
Interim Chief Executive Officer, said, “Orthofix is a market leader
with a broad, differentiated technology offering, comprehensive
commercial reach and a team who is unwavering in their dedication
to delivering innovative solutions that improve patients’ lives.
Our conversations with Engine identified that we are closely
aligned in many areas. We are pleased to partner with one of our
largest shareholders on these new director additions. We are
confident their expertise and insights will further advance
Orthofix’s strategy and objective of driving enhanced shareholder
value.”
Massimo Calafiore, incoming President and Chief Executive
Officer of Orthofix, said, “Orthofix is an outstanding company with
a strong foundation of talent, innovation and growth opportunities
across the business. I am excited to work with the Orthofix Board,
including the newly appointed directors, and the management team to
build on the momentum underway and unlock value for shareholders,
while providing solutions for patients around the globe.”
Arnaud Ajdler, Managing Partner of Engine, said, “We appreciate
the collaborative dialogue we have had with the Orthofix Board and
share its belief that Orthofix has many value creation
opportunities. We believe Orthofix is deeply undervalued and are
confident the addition of these three new directors, together with
Massimo’s recent appointment as CEO, position Orthofix to deliver
profitable growth and significant, sustainable shareholder
value.”
The three new independent directors joining the Orthofix Board
are:
- Alan Bazaar, Chief Executive Officer of wealth management firm
Hollow Brook Wealth Management LLC;
- Michael Finegan, Chief Executive Officer of Acera Surgical and
former Chief Strategy Officer of Orthofix; and
- Charles Kummeth, President and Chief Executive Officer of
Bio-Techne Corporation.
With these appointments and Mr. Calafiore joining the Board upon
his effective date, Orthofix’s Board will consist of 12 directors,
11 of whom are expected to be independent as of early 2024. It is
expected that the Board will be reduced to nine members at the 2024
Annual Meeting.
The cooperation agreement contains customary standstill, voting
and other provisions and will be filed on a Form 8-K with the U.S.
Securities and Exchange Commission.
Perella Weinberg Partners is serving as financial advisor to
Orthofix, and Hogan Lovells US LLP is serving as legal counsel.
Olshan Frome Wolosky LLP is acting as legal counsel to Engine.
About Alan Bazaar
Alan Bazaar is currently the CEO of wealth management firm
Hollow Brook Wealth Management LLC. Prior to Hollow Brook, Mr.
Bazaar spent more than a decade with private investment firm
Richard L. Scott Investments, LLC, where he served as Managing
Director and Portfolio Manager as well as a co-manager of the
public equity portfolio, responsible for all aspects of the
investment decision-making process. Earlier in his career, Mr.
Bazaar worked at Arthur Andersen LLP.
Previously, Mr. Bazaar served on the board of directors of
Wireless Telecom Group, Inc., a test and measurement solutions
provider; PDL BioPharma, a company engaged in development of
innovative therapeutics and healthcare technologies; Hudson Global,
Inc., a total talent solutions provider; Sparton Corporation, a
provider of electromechanical devices; LoJack Corporation, a
provider of stolen vehicle recovery and IoT connected car systems;
Media Sciences, Inc., a manufacturer and distributor of business
color printer supplies and industrial ink applications; NTS, Inc.,
an independent provider of environmental simulation testing,
inspection, and certification services; and Airco Industries, Inc.,
a privately held manufacturer of aerospace products.
Mr. Bazaar received a BA in history from Bucknell University and
an MBA from the Stern School of Business at New York University. He
is a Certified Public Accountant (inactive).
About Michael Finegan
Michael Finegan is CEO at Acera Surgical, a bioscience company
developing and commercializing a portfolio of fully engineered
materials for regenerative medicine. Prior to joining Acera, Mr.
Finegan spent 14 years at Orthofix where he served in roles of
increasing responsibility, including seven years as Chief Strategy
Officer. Among his accomplishments at Orthofix, Mr. Finegan created
and led the biologics business. Before his tenure at Orthofix, Mr.
Finegan served more than 16 years in a variety of roles at Boston
Scientific, including as Vice President of Corporate Sales and as
Vice President of National Accounts.
Mr. Finegan received a BA in economics from Wake Forest
University.
About Charles Kummeth
Charles Kummeth is President and CEO of Bio-Techne Corporation,
a leading developer and manufacturer of high-quality purified
proteins, antibodies, immunoassays, and instruments for biomedical
researchers and clinical research laboratories. Previously, Mr.
Kummeth was at Thermo Fisher Scientific Inc. as President of Mass
Spectrometry and Chromatography and President of the Laboratory
Consumables Division. Prior to Thermo Fisher Scientific, he served
in various roles during his 24-year career at 3M Corporation, most
recently as the Vice President of the company's Medical
Division.
Mr. Kummeth serves on the boards of Bio-Techne; Gentherm, a
developer of thermal management technologies; and PerkinElmer, a
maker of instrumentation, consumables and Software servicing the
analytical needs of the food and environmental markets and which is
a private company owned by New Mountain Capital, a New York based
private equity firm.
Mr. Kummeth received a BS in Electrical Engineering from the
University of North Dakota, an MS in Computer Science from the
University of St. Thomas and an MBA from the Carlson School of
Business at the University of Minnesota.
About Orthofix
Orthofix is a leading global spine and orthopedics company with
a comprehensive portfolio of biologics, innovative spinal hardware,
bone growth therapies, specialized orthopedic solutions, and a
leading surgical navigation system. Its products are distributed in
approximately 68 countries worldwide.
The Company is headquartered in Lewisville, Texas and has
primary offices in Carlsbad, CA, with a focus on spine and
biologics product innovation and surgeon education, and Verona,
Italy, with an emphasis on product innovation, production, and
medical education for orthopedics. The combined Company’s global
R&D, commercial and manufacturing footprint also includes
facilities and offices in Irvine, CA, Toronto, Canada, Sunnyvale,
CA, Wayne, PA, Olive Branch, MS, Maidenhead, UK, Munich, Germany,
Paris, France and Sao Paulo, Brazil.
Forward-Looking Statements
This news release may include forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and Section 27A of the Securities Act of 1933, as
amended, relating to our business and financial outlook, which are
based on our current beliefs, assumptions, expectations, estimates,
forecasts and projections. In some cases, you can identify
forward-looking statements by terminology such as “may,” “will,”
“should,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “projects,” “intends,” “predicts,” “potential,” or
“continue” or other comparable terminology. Forward-looking
statements are not guarantees of our future performance, are based
on our current expectations and assumptions regarding our business,
the economy and other future conditions, and are subject to risks,
uncertainties and changes in circumstances that are difficult to
predict, including the risks described in Part I, Item 1A under the
heading Risk Factors in our Annual Report on Form 10-K for the year
ended December 31, 2022, and in Part II, Item 1A under the heading
Risk Factors in our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2023. Factors that could cause future results
to differ from those expressed by forward-looking statements
include, but are not limited to, (i) our ability to maintain
operations to support our customers and patients in the near-term
and to capitalize on future growth opportunities, (ii) risks
associated with acceptance of surgical products and procedures by
surgeons and hospitals, (iii) development and acceptance of new
products or product enhancements, (iv) clinical and statistical
verification of the benefits achieved via the use of our products,
(v) our ability to adequately manage inventory, (vi) our ability to
recruit and retain management and key personnel, (vii) global
economic instability and potential supply chain disruption caused
by Russia’s invasion of Ukraine and resulting sanctions, and (viii)
the other risks and uncertainties more fully described in our
periodic filings with the
Securities and Exchange Commission (the “SEC”). As a result of
these various risks, our actual outcomes and results may differ
materially from those expressed in these forward-looking
statements.
This list of risks, uncertainties, and other factors is not
complete. We discuss some of these matters more fully, as well as
certain risk factors that could affect our business, financial
condition, results of operations, and prospects, in reports we file
from time-to-time with the SEC, which are available to read at
www.sec.gov. Any or all forward-looking statements that we make may
turn out to be wrong (due to inaccurate assumptions that we make or
otherwise), and our actual outcomes and results may differ
materially from those expressed in these forward-looking
statements. You should not place undue reliance on any of these
forward-looking statements. Further, any forward-looking statement
speaks only as of the date hereof, unless it is specifically
otherwise stated to be made as of a different date. We undertake no
obligation to update, and expressly disclaim any duty to update,
our forward-looking statements, whether as a result of
circumstances or events that arise after the date hereof, new
information, or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20231212827646/en/
Media Relations Denise Landry DeniseLandry@orthofix.com
214.937.2529
Investor Relations Louisa Smith, Gilmartin Group
IR@orthofix.com
Orthofix Medical (NASDAQ:OFIX)
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