ConMed discloses effort to settle with Voce Capital over board-member nomination, Voce rejects

UTICA, N.Y. — ConMed Corp. (NASDAQ: CNMD), a Utica–based surgical-device maker, today announced that a California–based investor rejected its offer regarding the board-member election at ConMed’s upcoming annual meeting in September.

In its news release, ConMed announced that last week it contacted San Francisco, Calif.–based Voce Capital Management LLC seeking a “mutually agreeable resolution” to avoid a “costly and distracting” proxy contest.

Voce Capital owns about 0.3 percent of the outstanding shares of ConMed common stock, according to the California firm’s “most recent” disclosure to ConMed, the Utica company said.

 Voce earlier this year delivered to ConMed a notice of its intention to nominate four directors for election to the company’s board of directors at the upcoming annual meeting scheduled for Sept. 10.

ConMed said it believes that it is in the “best interests” of the company and its shareholders to focus on improving the firm’s operating performance. So, in order to avoid the “distraction” of a proxy contest, ConMed said it offered to nominate Voce’s nominee, Josh Levine, to ConMed’s board.

Voce rejected ConMed’s offer and “insisted” that the company’s director nominees include J. Daniel Plants, Voce’s managing partner, as part of any settlement agreement, according to ConMed.

ConMed listed in its news release the steps it has taken in the past year, which it contends “significantly strengthened the quality of its leadership.”

It appointed five new independent board members since July 2013 with “significant” health-care expertise, experience at the public company CEO-level, management consulting and investing experience, and “meaningful” shareholder representation. They include Charles Farkas, who the board appointed in July; Jerome Lande and Curt Hartman in March 2014; Brian Concannon and Dirk Kuyper in July 2013, the company said.

The appointments of Jerome Lande and Curt Hartman were part of a settlement agreement with New York City–based Coppersmith Capital Management, LLC and certain affiliates, which own about 6 percent of ConMed shares, according to the ConMed news release.

The firm on July 23 announced the board had also accepted the resignation of Joseph Corasanti as president, CEO, and board member. It also announced the board had appointed Curt Hartman, an independent director with more than 22 years of medical-device industry experience, as interim CEO.

The ConMed board also appointed Mark Tryniski, an independent director with executive-leadership experience, as chairman of the board in March 2014, assuming the role from Eugene Corasanti, ConMed’s founder, who recently retired from the board and the company, the firm said.

The board also formed an executive-search committee comprised of five independent directors to “immediately” begin a process to identify a permanent CEO. It also installed new chairpersons for each of its audit, compensation and corporate governance and nominating committees; instituted a term limit for directors; and two, “long-tenured” board members have elected not to seek renomination, according to ConMed.

In addition, the company has taken a “number of actions that directly address shareholder concerns,” the company contended.

Working with its financial and legal advisors, ConMed recently concluded a “comprehensive review of strategic alternatives,” including a sale or merger of the company, in which it contacted an “exhaustive” list of potential financial and strategic counterparties across the industry, according to its news release.

Following the process, the board determined that the various alternatives did not “adequately reflect the intrinsic value of the company or its future growth prospects,” the firm said.

The board then decided to end the process and work with management to focus on further developing and executing ConMed’s plan to grow revenues and margins.

Headquartered in Utica, ConMed employs 3,600 people with a direct sales presence in 16 countries outside the U.S.

Contact Reinhardt at ereinhardt@cnybj.com