-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EWJHPq4Ugl0S0eUfxyTheE/JFjkby0axudzCYCQvFLVORhVKC7lp+KkEfEom1rH/ JObamc0IcWI6/UN2gkfSwQ== 0000947871-03-000597.txt : 20030306 0000947871-03-000597.hdr.sgml : 20030306 20030305205740 ACCESSION NUMBER: 0000947871-03-000597 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030304 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 20030306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOFIX INTERNATIONAL N V CENTRAL INDEX KEY: 0000884624 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19961 FILM NUMBER: 03593829 BUSINESS ADDRESS: STREET 1: 7 ABRAHAM DE VEERSTRAAT STREET 2: CURACAO CITY: NETHERLANDS ANTILLES STATE: P8 ZIP: 00000 8-K 1 f8k_030503.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 _____________________________ Date of Report (Date of earliest event reported): March 4, 2003 Orthofix International N.V. (Exact name of Registrant as specified in its charter) Netherlands Antilles 0-19961 N/A (State or other jurisdiction Commission File Number (I.R.S. Employer of incorporation) Identification Number) _____________________________ 7 Abraham de Veerstraat Curacao Netherlands Antilles 011-59-99-465-8525 (Address of principal executive offices and telephone number, including area code) _____________________________ Item 2. Acquisition or Disposition of Assets. ------------------------------------- On March 4, 2003, Orthofix International N.V. issued a press release regarding the completion of a Share Purchase Agreement to acquire from Intavent Limited, or Intavent, the remaining 48% minority interest in its United Kingdom distribution company, Intavent Orthofix Limited, or IOL. IOL distributes Laryngeal Mask products, and Orthofix and other orthopedic products, in the United Kingdom, Ireland and Channel Islands. Concurrently with the completion of the Share Purchase Agreement, Orthofix has completed Distribution and Guarantee agreements with Intavent and LMA International Services S.A., or LMA, for the supply of Laryngeal Mask products in the United Kingdom, Ireland and Channel Islands for an initial period of seven years. Mr. Gaines-Cooper, Chairman of Orthofix, is a settlor of trusts, which own a 30% interest in Intavent and a 40% interest in LMA. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 5, 2003 ORTHOFIX INTERNATIONAL N.V. By: /s/ THOMAS HEIN ---------------------------------- Name: Thomas Hein Title: Chief Financial Officer Exhibit Index ------------- Exhibit 99.1 Press release of Orthofix International N.V. issued on March 4, 2003. EX-99.1 3 ex99-1_030503.txt PRESS RELEASE [ORTHOFIX LOGO] For Immediate Release For Further Information: - ----------------------- Charles W. Federico Thomas Hein Group President & CEO CFO Orthofix International NV Orthofix International NV 704-948-2600 704-948-2600 ORTHOFIX EXPANDS CONTROL OF OVERSEAS OPERATIONS BY ACQUIRING 100% OF ITS U.K. DISTRIBUTOR HUNTERSVILLE, N.C., March 4, 2003 - Orthofix International N.V. (NASDAQ: OFIX) today announced that it will complete a Share Purchase Agreement to acquire the remaining forty-eight percent (48%) minority interest in its U.K. distribution company, Intavent Orthofix Limited (IOL). Orthofix will purchase the forty-eight percent shareholding from Intavent Limited (Intavent), the only other shareholder in IOL besides Orthofix, for a cash purchase price of $20,450,000. Orthofix will use cash on hand to complete this purchase. Commenting on the acquisition, Charlie Federico, Group President and CEO, said, "This is a continuation of our strategy to gain 100% control of Orthofix operations in major markets around the world. The UK now joins the U.S., France and Italy as a wholly owned subsidiary of Orthofix with a direct sales force. This control allows us to implement our strategy of worldwide marketing but local selling more effectively. Along with fortifying our already strong balance sheet and excellent market share, an added bonus of the acquisition of IOL is the outstanding management team already in place who have been successful at competing for market share. We will ask them to lead the way in the implementation of our growth plans for our European operations." IOL is a fully consolidated subsidiary of Orthofix. In 2002, its sales were $20.3 million and net income was $3.5 million before a $1.7 million ($0.12 per share) minority interest deduction. In addition, IOL currently holds approximately $11.9 million in cash. On its Balance Sheet, Orthofix will record a reduction in minority interest obligation of $9.9 million, and an increase in intangibles and goodwill of $10.5 million against the payment of the purchase price. Federico added, "It is important to note that our balance sheet remains very strong after this transaction, particularly our cash position at $28 million with no debt, and we continue to generate cash from operating activities. As a result, this strategic acquisition does not hamper our ability to make further desirable acquisitions, if we choose." Since this transaction involves a 'related' party, Mr. Robert Gaines-Cooper, the Board commissioned an outside firm to do an appraisal and subsequent valuation of IOL. Upon completion of negotiations and due diligence, the Board voted unanimously to approve this transaction. Orthofix International NV is an international corporation, which develops, produces and markets innovative products in the medical device sector. Its products include the Orthofix(R) external fixation range for fractures and limb reconstruction, Spinal-Stim(R) Lite for the enhanced healing of spinal fusions, Physio-Stim(R) Lite for the healing of un-united fractures, the OSCAR(R) ultrasonic bone cement removal system for hip revision procedures, the A-V Impulse System(R) for enhancing venous circulation, and the Orthofix(R) Tibial and Femoral Nails with their patented targeting system. For more information, please visit our corporate website at http://www.orthofix.com. (more) Page Two Certain of the matters discussed in this news release are forward-looking statements that involve risks and uncertainties, including, without limitation, the successful integration of the required company, and the impact of competitive products and other risks and uncertainties. These are detailed from time to time in the Company's periodic reports (including the Annual Report on Form 20-F for the year ended December 31, 2001, filed with the United States Securities and Exchange Commission (the "SEC") and the Company's quarterly press release which is available to shareholders and furnished to the SEC on Form 6-K). ### -----END PRIVACY-ENHANCED MESSAGE-----