SETTLEMENT AGREEMENT
Exhibit 99.3
This
Settlement Agreement (this “Agreement”) is made
and entered into as of December 7, 2009, by and among Analogic Corporation
(the “Company”
or “Analogic”)
and the entities and natural persons listed on Exhibit A hereto
(collectively, the “Ramius Group”) (each
of the Company and the Ramius Group, a “Party” to this
Agreement, and collectively, the “Parties”).
RECITALS:
WHEREAS,
the Company and the Ramius Group have engaged in various discussions and
communications concerning the Company’s business, financial performance and
strategic plans; and
WHEREAS,
the Ramius Group duly submitted a nomination letter to the Company on
October 28, 2009 (the “Nomination Letter”)
nominating three (3) individuals as director candidates for election to the
Company’s board of directors (the “Board”) at the 2010
annual meeting of stockholders of the Company (including any adjournment or
postponement thereof, the “2010 Annual
Meeting”); and
WHEREAS,
the Ramius Group has reviewed and approved the statement for inclusion in the
Company’s First Quarter Fiscal Year 2010 Earnings Release outlining the primary
pathways through which the Company intends to reach its objective of achieving
double digit operating margins by Fiscal Year 2012 (the “Financial Pathway
Statement”); and
WHEREAS,
the Company included the Financial Pathway Statement in the form approved by the
Ramius Group in its First Quarter Fiscal Year 2010 Earnings Release;
and
WHEREAS,
the Company and the members of the Ramius Group have determined (i) that
the interests of the Company and its stockholders would be best served at this
time by, among other things, avoiding an election contest and the expense and
disruption that may result therefrom and (ii) to come to an agreement with
respect to the composition of the Board, certain matters related to the 2010
Annual Meeting and certain other matters, as provided in this
Agreement.
NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:
1. Board Matters; Board
Appointment; 2010 Annual Meeting; Committee Appointment; Independent Candidate
Appointment.
(a) The
Company agrees to nominate Xxxxxx X. Xxxxxx, M.D. to be elected as a member of
the Board at the 2010 Annual Meeting to serve for a term of one year expiring at
the 2011 annual meeting of stockholders of the Company (including any
adjournment or postponement thereof, the “2011 Annual Meeting”) and will
recommend a vote “for” Xx. Xxxxxx at the 2010 Annual Meeting and solicit
proxies from all stockholders to vote all shares of Common Stock in favor of the
election to the Board of Xx. Xxxxxx. At the 2010 Annual Meeting, the Ramius
Group shall appear in person or by proxy and vote all shares of Common Stock
beneficially owned by it and its affiliates in favor of the election to the
Board of the Company’s slate of nominees (the “2010 Nominees”). The Ramius Group
shall cause to be executed proxies for the 2010 Nominees (in the form utilized
by the Company to solicit proxies for all stockholders) so as to vote all shares
of Common Stock beneficially owned by it and its affiliates in favor of the
election to the Board of the 2010 Nominees. The Ramius Group shall not withdraw
or modify any such proxies.
(b) Upon
the conclusion of the 2010 Annual Meeting, the Company shall take all action
necessary in furtherance of the appointment of Xx. Xxxxxx to the Nominating
and Corporate Governance Committee of the Company (the “Nominating
Committee”).
(c) Upon
execution of this Agreement, the Ramius Group hereby withdraws its Nomination
Letter.
(d) The
Company agrees that it will hold the 2010 Annual Meeting no later than
January 31, 2010.
(e) If
Xx. Xxxxxx leaves the Board (whether by resignation or otherwise) before
the conclusion of the 2011 Annual Meeting, the Ramius Group will be entitled to
recommend to the Nominating Committee replacement director(s) provided that such
replacement director(s) qualify as “independent” pursuant to NASDAQ listing
standards. The Nominating Committee will not unreasonably withhold acceptance of
any replacement director recommended by the Ramius Group. In the event the
Nominating Committee does not accept a replacement director recommended by the
Ramius Group, the Ramius Group will have the right to recommend additional
replacement director(s) for consideration by the Nominating Committee. The
Company will cause the Board to appoint such replacement director(s) to the
Board and the Nominating Committee no later than fifteen (15) business days
after the Nominating Committee’s recommendation of such replacement
director(s).
(f)
Except as set forth in Section 2(e)(ii), the parties hereto acknowledge
that the only matters that may be presented by the Company for consideration at
the 2010 Annual Meeting include (i) the election of the 2010 Nominees,
(ii) the approval of the Company’s 2009 Stock Incentive Plan, and
(iii) the ratification of the Company’s independent registered public
accounting firm.
(g)
Neither the Ramius Group nor any member of the Ramius Group shall
(i) nominate any person for election at the 2010 Annual Meeting or
(ii) submit any proposal for consideration at, or bring any other business
before, the 2010 Annual Meeting, directly or indirectly. The Ramius Group shall
not enter into any agreement, understanding or arrangement with the purpose or
effect to cause or further any of the foregoing or otherwise engage in any
activities with the purpose or effect to cause or further any of the
foregoing.
2. Independent Candidate
Search; Appointment of Independent Candidate.
(a) Upon
the execution of this Agreement, the Nominating Committee will undertake a
process to identify potential independent candidates (the “Independent
Candidates”) from which the Board will select one Independent Candidate to
appoint as a member of the Board by no later than March 31, 2010 (the “New
Director).
-2-
(b) The
Company will advise the Ramius Group of the desired qualifications for the
Independent Candidates. The Ramius Group will be permitted to submit Independent
Candidate(s) (the “Ramius Candidates”) for consideration by the Nominating
Committee.
(c) The
Company will provide the Ramius Group with a list of the Independent Candidates
being considered by the Nominating Committee no later than February 15,
2010. The Ramius Group will be permitted to meet with (telephonically or
otherwise) and review the qualifications of the Independent Candidates and
provide the Nominating Committee with its feedback on those
candidates.
(d) Any
vote by the Nominating Committee to recommend an Independent Candidate, who is
not a Ramius Candidate, for appointment as the New Director shall be
unanimous.
(e) In
order to accommodate the appointment of the New Director to the Board, the Board
shall either (i) secure the resignation of an existing director prior to
the time the Company mails its definitive proxy materials in connection with the
2010 Annual Meeting (with such resignation to be tendered and effective on or
before March 31, 2010); or (ii) put up for stockholder vote at the
2010 Annual Meeting a proposal to amend the Company’s Bylaws to change the
variable range for the size of the Board from “not less than five, nor more than
ten” members to “not less than five, nor more than eleven” members. (the “Bylaw
Amendment”)
(f) The
Company agrees that the Board shall only be increased at any time prior to the
conclusion of the 2011 Annual Meeting in connection with the appointment of the
New Director. In the event that the Company increases the size of the Board to
eleven (11) members to accommodate the appointment of the New Director and
a vacancy thereafter exists on the Board at any time prior to the conclusion of
the 2011 Annual Meeting, other than a vacancy resulting from Xx. Xxxxxx or
the New Director leaving the Board, the Company agrees not to fill such vacancy
and to reduce the size of the Board to ten (10) members.
(g) If
the New Director leaves the Board (whether by resignation or otherwise) before
the conclusion of the 2011 Annual Meeting, a replacement director will be
identified and appointed to the Board in a process consistent with this
Section 2.
(h) In
the event that the Company elects to comply with Section 2(e)(ii) above,
the Company will recommend a vote “for” the Bylaw Amendment at the 2010 Annual
Meeting and solicit proxies from all stockholders to vote all shares of Common
Stock in favor of such proposal.
3. Representations and
Warranties of the Company.
The
Company represents and warrants to the Ramius Group that (a) the Company
has the corporate power and authority to execute this Agreement and to bind it
thereto, (b) this Agreement has been duly and validly authorized, executed
and delivered by the Company, constitutes a valid and binding obligation and
agreement of the Company, and is enforceable against the Company in accordance
with its terms, except as enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws generally affecting the rights of creditors and subject to general
equity principles and (c) the execution, delivery and performance of this
Agreement by the Company does not and will not violate or conflict with
(i) any law, rule, regulation, order, judgment or decree applicable to it,
or (ii) result in any breach or violation of or constitute a default (or an
event which with notice or lapse of time or both could become a default) under
or pursuant to, or result in the loss of a material benefit under, or give any
right of termination, amendment, acceleration or cancellation of, any
organizational document, agreement, contract, commitment, understanding or
arrangement to which the Company is a party or by which it is
bound.
-3-
4. Representations and
Warranties of the Ramius Group.
The
Ramius Group shall cause its affiliates to comply with the terms of this
Agreement. The Ramius Group represents and warrants to the Company that
(a) the authorized signatory of the Ramius Group set forth on the signature
page hereto has the power and authority to execute this Agreement and to bind it
thereto this Agreement (b) this Agreement has been duly authorized,
executed and delivered by the Ramius Group, and constitutes a valid and binding
obligation of the Ramius Group, enforceable against the Ramius Group in
accordance with its terms, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or similar laws generally affecting the rights of creditors and
subject to general equity principles, (c) the execution of this Agreement,
the consummation of any of the transactions contemplated hereby, and the
fulfillment of the terms hereof, in each case in accordance with the terms
hereof, will not conflict with, or result in a breach or violation of the
organizational documents of the Ramius Group as currently in effect and
(d) the execution, delivery and performance of this Agreement by each
member of the Ramius Group does not and will not violate or conflict with
(i) any law, rule, regulation, order, judgment or decree applicable to it,
or (ii) result in any breach or violation of or constitute a default (or an
event which with notice or lapse of time or both could become a default) under
or pursuant to, or result in the loss of a material benefit under, or give any
right of termination, amendment, acceleration or cancellation of, any
organizational document, agreement, contract, commitment, understanding or
arrangement to which such member is a party or by which it is
bound.
5. Press
Release.
Promptly
following the execution of this Agreement, the Company and the Ramius Group
shall jointly issue a mutually agreeable press release (the “Mutual Press
Release”) announcing the terms of this Agreement, substantially in the
form attached hereto as Exhibit B. Prior to the issuance of the Mutual
Press Release, neither the Company nor the Ramius Group shall issue any press
release or public announcement regarding this Agreement or take any action that
would require public disclosure thereof without the prior written consent of the
other party.
6. Specific
Performance.
Each of
the members of the Ramius Group, on the one hand, and the Company, on the other
hand, acknowledges and agrees that irreparable injury to the other party hereto
would occur in the event any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached and
that such injury would not be adequately compensable in damages. It is
accordingly agreed that the members of the Ramius Group or any of them, on the
one hand, and the Company, on the other hand (the “Moving Party”), shall
each be entitled to specific enforcement of, and injunctive relief to prevent
any violation of, the terms hereof, and the other party hereto will not take
action, directly or indirectly, in opposition to the Moving Party seeking such
relief on the grounds that any other remedy or relief is available at law or in
equity.
-4-
7. Expenses.
The
Company shall reimburse the Ramius Group for its reasonable, documented
out-of-pocket fees and expenses (including legal expenses) incurred in
connection with the matters related to the 2010 Annual Meeting and the
negotiation and execution of this Agreement, provided that such reimbursement
shall not exceed $35,000 in the aggregate.
8. Severability.
If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated. It is hereby stipulated and declared to be the intention of the
parties that the parties would have executed the remaining terms, provisions,
covenants and restrictions without including any of such which may be hereafter
declared invalid, void or unenforceable. In addition, the parties agree to use
their best efforts to agree upon and substitute a valid and enforceable term,
provision, covenant or restriction for any of such that is held invalid, void or
enforceable by a court of competent jurisdiction.
9. Notices.
Any
notices, consents, determinations, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in writing and
will be deemed to have been delivered: (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one (1) business day
after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:
If to the
Company:
Analogic
Corporation
0
Xxxxxxxxxx Xxxxx
Xxxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
Xxxx X. Xxx, General Counsel
Facsimile:
With a
copy to:
WilmerHale
00 Xxxxx
Xxxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
Xxxxxxx X. XxXxxxxx, Esq.
Xxxxxxx
X. Xxxxxxx, Esq.
Facsimile:
(000) 000-0000
-5-
If to the
Ramius Group or any member of the Ramius Group:
Ramius
Value and Opportunity Master Fund Ltd
c/o RCG
Starboard Advisors, LLC
000
Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxx X. Xxxxx
Xxxx X. Xxxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
With a
copy to:
Xxxxxx
Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
Park
Avenue Tower
00 Xxxx
00xx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxxx, Esq.
Facsimile:
(000) 000-0000
10. Applicable
Law.
This
Agreement shall be governed by, and interpreted in accordance with, the laws of
the State of New York without regard to the principles of conflict of laws. Each
of the Parties consents to the exclusive jurisdiction of the Federal and State
courts of the State of New York for the decision of any disputes relating to
this Agreement, and each agrees not to assert by way of motion, as a defense or
otherwise, in any such suit, action or proceeding, any claim that such Party is
not personally subject to the jurisdiction of such court, that the suit, action,
or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper, or that this Agreement may not be litigated in
or by such court.
11. Counterparts.
This
Agreement may be executed in one or more counterparts which together shall
constitute a single agreement.
12. Entire Agreement; Amendment
and Waiver; Successors and Assigns.
This
Agreement contains the entire understanding of the parties hereto with respect
to its subject matter. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings between the parties other
than those expressly set forth herein. No modifications of this Agreement can be
made except in writing signed by an authorized representative of each the
Company and the Ramius Group. No failure on the part of any party to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of such right,
power or remedy by such party preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law. The
terms and conditions of this Agreement shall be binding upon, inure to the
benefit of, and be enforceable by the parties hereto and their respective
successors, heirs, executors, legal representatives, and permitted assigns. No
party shall assign this Agreement or any rights or obligations hereunder
without, with respect to any member of the Ramius Group, the prior written
consent of the Company, and with respect to the Company, the prior written
consent of the Ramius Group.
-6-
13. Mutual
Non-Disparagement.
For a
period beginning on the effective date of this Agreement and ending on
(i) the date that is one-month prior the nomination deadline for the 2011
Annual Meeting (in the event that the Company has appointed an Independent
Candidate by March 31, 2010); or (ii) April 1, 2010 (in the event
that the Company has failed to appoint an Independent Candidate by
March 31, 2010), each of the Parties covenants and agrees that none of it
or its respective subsidiaries, affiliates, successors, assigns, officers, key
employees or directors shall in any way disparage, attempt to discredit, or
otherwise call into disrepute, the other Parties or such other Parties’
subsidiaries, affiliates, successors, assigns, officers (including any current
officer of a Party or a Parties’ subsidiaries who no longer serves in such
capacity following the execution of this Agreement), directors (including any
current director of a Party or a Parties’ subsidiaries who no longer serves in
such capacity following the execution of this Agreement), employees,
stockholders, agents, attorneys or representatives, or any of their products or
services, in any manner that would damage the business or reputation of such
other Parties, their products or services or their subsidiaries, affiliates,
successors, assigns, officers (or former officers), directors (or former
directors), employees, stockholders, agents, attorneys or
representatives.
[The
remainder of this page intentionally left blank]
-7-
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly
authorized signatories of the Parties as of the date hereof.
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ANALOGIC
CORPORATION
|
|
|
By:
|
/s/
Xxxxx X. Xxxxx
|
|
Name:
Xxxxx X. Xxxxx
|
|
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Title:
President and CEO
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THE RAMIUS GROUP:
|
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
By:
RCG Starboard Advisors, LLC,
its
investment manager
RCG
PB, LTD
By:
Ramius Advisors, LLC,
its
investment advisor
RAMIUS
ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, LLC,
its
investment advisor
RCG
STARBOARD ADVISORS, LLC
By:
Ramius LLC,
its
sole member
|
RAMIUS
ADVISORS, LLC
By:
Ramius LLC,
its
sole member
By:
Xxxxx Group, Inc.,
its
sole member
XXXXX
GROUP, INC.
RCG
HOLDINGS LLC
By:
C4S & Co., L.L.C.,
its
managing member
C4S
& CO., L.L.C.
|
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By:
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/s/
Xxxxxxx X. Xxxxxxx
|
|
Name:
Xxxxxxx X. Xxxxxxx
|
|
|
Title:
Authorized Signatory
|
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/s/
Xxxxxxx X. Xxxxxxx
|
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XXXXXXX
X. XXXXXXX
|
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Individually
and as attorney-in-fact for Xxxxx X. Xxxxx,
Xxxxxx
X. Xxxxx and Xxxxxx X. Xxxxxxx
|
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/s/
Xxxxxx X. Xxxxxx, M.D.
|
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XXXXXX
X. XXXXXX, M.D.
|
-8-
EXHIBIT
A
The Ramius
Group
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
RCG PB,
LTD
RAMIUS
ENTERPRISE MASTER FUND LTD
RAMIUS
ADVISORS, LLC
RCG
STARBOARD ADVISORS, LLC
XXXXX
GROUP, INC.
RCG
HOLDINGS LLC
C4S &
CO., L.L.C.
XXXXX X.
XXXXX
XXXXXX X.
XXXXX
XXXXXX X.
XXXXXXX
XXXXXXX
X. XXXXXXX
XXXXXX X.
XXXXXX, M.D.
-9-
EXHIBIT
B
[MUTUAL
PRESS RELEASE]
-10-
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CONFIDENTIAL
DRAFT
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December
7, 2009
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 |
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 |
 |
NOT FOR IMMEDIATE
WORLDWIDE RELEASE
For
Further Information, Contact:
|
For Analogic:
Xxxx
Xxxxxxxx
Director
of Strategic Marketing
and
Investor Relations
(000)
000-0000
Xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx
Xxxxxxx
Xxxxxxx / Xxxxxx Xxxxxx
Xxxxx
Xxxxx, Xxxxxxxxx Xxxxxxx Xxxxxxx
(000)
000-0000
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For Ramius:
Xxxxx
Xxxxxxxxx
(000)
000-0000
xxxxxxxxxx@xxxxxx.xxx
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ANALOGIC
ANNOUNCES SETTLEMENT AGREEMENT WITH RAMIUS
Will
Nominate Xx. Xxxxxx Xxxxxx to Serve on Analogic Board of
Directors
Will
Appoint Additional New Independent Director
Issues
“Financial Pathway Statement” Outlining Strategy for Achieving Double-Digit
Operating Margins
PEABODY,
Mass. – December 9, 2009 – Analogic Corporation (NASDAQ: ALOG), a leading
designer and manufacturer of medical imaging and aviation security technology,
today announced that it has reached an agreement with Ramius Value and
Opportunity Master Fund Ltd, an affiliate of RCG Starboard Advisors, LLC and
Ramius LLC (collectively, “Ramius”), relating to the Company’s 2010 Annual
Meeting of Stockholders. Ramius beneficially owns approximately 4.9% of
Analogic’s outstanding shares. The Analogic 2010 Annual Meeting will be held on
January 29, 2010 at the Company’s world headquarters in Peabody,
Massachusetts.
Analogic
will nominate Xx. Xxxxxx Xxxxxx, Executive Vice President for Risk at The
Mount Sinai Medical Center and Chairman and Director of Mount Sinai’s Department
of Radiology, to stand for election as a new independent director on the
Analogic Board at the January 2010 Annual Meeting. Xx. Xxxxxx, who was
recommended by Ramius, will fill the vacancy resulting from the previously
announced departure of Analogic founder and Chairman Emeritus from the Company’s
Board. It is expected that Xx. Xxxxxx will also serve on the Nominating and
Corporate Governance Committee.
Also at
the 2010 Annual Meeting, Analogic will ask the Company’s shareholders to approve
an increase of the size of the Analogic Board from ten to eleven members.
Subject to shareholder approval, Analogic will appoint a new independent
director to its Board by March 31, 2010. The Nominating Committee of
Analogic’s Board will identify potential director candidates, including any
proposed by Ramius and other Analogic stockholders, from which the Board will
select one individual to appoint to the Board.
As part
of the settlement agreement, Analogic also agreed to issue a “Financial Pathway
Statement” in its earnings release for the First Quarter ended October 31,
2009. The statement outlines Analogic’s strategy for driving enhanced
profitability in each of the next three years, through organic measures within
the Company’s control, on its pathway to double-digit operating margins by
fiscal year 2012.
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CONFIDENTIAL
DRAFT
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December
7, 2009
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Ramius
has withdrawn its nomination of director candidates to Analogic’s Board and has
agreed to vote its shares in favor of each of the Board’s nominees.
“We
welcome open dialogue with and input from our stockholders and are pleased to
have reached this agreement with Ramius, which we believe serves the best
interests of all Analogic stockholders,” said Xxx Xxxxx, President and Chief
Executive Officer of Analogic. “Our Board and management team are committed to
continuing to work on behalf of all Analogic stockholders with the shared goal
of enhancing value.”
“We are
delighted to nominate Xx. Xxxxxx for election to Analogic’s Board,” said Xx
Xxxxxxx, Analogic Chairman of the Board of Directors. “Xxxx brings to Analogic
significant industry experience due to his roles as a practitioner, professor,
and business executive. As an Executive Vice President at Mount Sinai, he
understands the economics of the health care industry. In addition, as a member
of the faculty at the Mount Sinai School of Medicine and the President-elect of
the Radiological Society of America, Xxxx is directly involved in education,
research and health care policy. We strongly believe that Xxxx’x experience,
coupled with his deep understanding of Analogic’s businesses, will be beneficial
to the Company and all Analogic stockholders.”
On behalf
of Ramius, Xxxx Xxxxxxxx said, “We are pleased to have worked constructively
with Analogic with the shared goal of enhancing stockholder value. We support
the Company’s commitment and strategy to significantly improve profitability in
each of the next three years with the goal of achieving double digit operating
margins by fiscal year 2012. We are confident that the nomination of
Xx. Xxxxxx to the Board and the Board’s commitment to adding another
highly-qualified, independent director by March 31, 2010 will serve the
best interests of Analogic and its stockholders.”
The
complete Agreement will be included as an exhibit to the Company’s Current
Report on Form 8-K to be filed with the Securities and Exchange
Commission.
Xxxxxx
Xxxxxx, MD
Xx. Xxxxxx,
63, has served as Executive Vice President for Risk at The Mount Sinai Medical
Center (“Mount Sinai”), one of the country’s oldest and largest voluntary
teaching hospitals, since September 2008. He is a Xx. Xxxxxxx X. and
Xxxxxxx Xxxxxx Professor and has served as Chairman and Director of the
Department of Radiology at Mount Sinai since July 1995. Xx. Xxxxxx served
as the President and Executive Vice President for Hospital and Clinic Affairs at
Mount Sinai from November 2003 until September 2008. He is a Fellow of both the
American Academy of Neurology and the American College of Radiology, serving on
the Board of Chancellors of the latter. Xx. Xxxxxx also serves on the Board
of Directors of the Radiological Society of America. He is presently
President-elect of the RSNA. Xx. Xxxxxx is a former president of the
American Society of Neuroradiology (ASNR), a founder of the Neuroradiology
Education and Research Foundation of ASNR, as well as a former president of the
New York Roentgen Society. Xx. Xxxxxx holds an A.B. in Political Science
from the University of Pennsylvania and received his M.D. from the Chicago
Medical School at the University of Health Sciences in Chicago. Xx. Xxxxxx
has also served on the faculty and in leadership positions of three
research-oriented medical schools, and has authored more than 200 journal
articles and similar publications, 41 book chapters and two books and is an
internationally recognized expert in the areas of radiology and
neuroradiology.
Forward-Looking
Statements
Any
statements about future expectations, plans, and prospects for the Company,
including statements containing the words “believes,” “anticipates,” “plans,”
“expects,” and similar statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
indicated by such forward-looking statements as a result of various important
factors, including risks relating to product development and commercialization,
limited demand for the Company’s products, risks associated with competition,
uncertainties associated with regulatory agency approvals, competitive pricing
pressures, downturns in the economy, the risk of potential intellectual property
litigation, and other factors discussed in our most recent quarterly report
filed with the Securities and Exchange Commission. In addition, the
forward-looking statements included in this presentation represent the Company’s
views as of the date of this document. While the Company anticipates that
subsequent events and developments will cause the Company’s views to change, the
Company specifically disclaims any obligation to update these forward-looking
statements. These forward-looking statements should not be relied upon as
representing the Company’s views as of any later date.
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CONFIDENTIAL
DRAFT
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December
7, 2009
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About
Ramius LLC
Ramius
LLC is an investment advisor that manages assets in a variety of alternative
investment strategies. Ramius LLC is headquartered in New York with offices
located in London, Luxembourg, Tokyo, Hong Kong and Munich.
About
Analogic
Analogic
Corporation is a growth oriented high-technology signal and image-processing
company, providing products and services to original equipment manufacturers
(OEMs) and end users in growing medical diagnostics and security markets
worldwide. The Company is recognized worldwide for advancing the state of the
art in automatic explosives detection, computed tomography (CT), digital
radiography (DR), ultrasound, magnetic resonance imaging (MRI), and advanced
signal processing. For more information, visit xxx.xxxxxxxx.xxx.
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