UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant ¨
Filed by
a Party other than the Registrant x
Check the
appropriate box:
o Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive
Additional Materials
o Soliciting
Material Under Rule 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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|
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
RAMIUS
ENTERPRISE MASTER FUND LTD
RAMIUS
ADVISORS, LLC
RCG
STARBOARD ADVISORS, LLC
RAMIUS
LLC
C4S
& CO., L.L.C.
PETER
A. COHEN
MORGAN
B. STARK
JEFFREY
M. SOLOMON
THOMAS
W. STRAUSS
J. MICHAEL
EGAN
PETER A.
FELD
STEVEN J.
LEE
CHARLES T.
ORSATTI
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|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
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|
(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
¨ Fee
paid previously with preliminary materials:
¨ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount
previously paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
Ramius
Value and Opportunity Master Fund Ltd, an affiliate of Ramius LLC (“Ramius”), together with
the other participants named herein, has made a definitive filing with the
Securities and Exchange Commission (“SEC”) of a proxy statement and an
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 Ramius, together with certain other shareholders of the
Company, has requested that the Company call pursuant to the Netherlands
Antilles Civil Code.
Item 1:
Presentation to shareholders:
