SurModics Investor Seeks Board Shakeup, Nominates 3

The company's largest shareholder officially nominated three candidates who it says will help address SurModics' "long-term underperformance."

SurModics, Inc.'s largest shareholder-Ramius Value and Opportunity Advisors, LLC-on Monday officially nominated three candidates for the company's board of directors.

Last month, Ramius-which owns about 12 percent of SurModics' shares-submitted a letter to SurModics announcing that it was seeking board positions due to the company's “long-term underperformance.”

New York-based Ramius said that its candidates have the necessary experience and desire to work with SurModics' management and the board to determine the right strategic direction for the company, including identifying and retaining a new CEO.

“We are not seeking control of the board of directors,” Ramius said in an U.S. Securities and Exchange Commission filing. “However, we hope that this election contest will send a strong message to the remaining incumbent directors that shareholders are not satisfied with the company's poor operational and stock performance and that operational and strategic changes are required now.”

The three candidates nominated by Ramius are Jeffrey C. Smith, partner managing director at Ramius; David Dantzker, partner with New York-based venture capital firm Wheatley Partners; and Jeffrey Meckler, who has a background in business development and strategic planning, specifically regarding mergers, acquisitions, and divestitures.

In a statement issued Monday, SurModics said that it will respond to the nominations in its definitive proxy statement.

“SurModics' board of directors and management team are committed to acting in the best interest of the company and all SurModics shareholders,” the company said in a statement. “We have had an open dialogue with Ramius, as we do with all SurModics shareholders, since they first invested in our company.”

SurModics has had a tough year in 2010. For its fiscal year that ended on September 30, the company reported $69.9 million in revenue-down 42.5 percent from $121.5 million in the prior fiscal year.

The company reported a fourth-quarter loss of $21.7 million, or $1.25 per share, a substantial departure from the $2.7 million, or 16-cents-per-share, profit that the company posted in the same period last year.

In March, SurModics' CEO of five years, Bruce J. Barclay, resigned from the company in order to take the helm at Mountain View, California-based Hansen Medical, Inc. In October, the company announced plans to reduce its workforce by 13 percent and also said it would reorganize into three business units-medical device, pharmaceuticals, and in vitro diagnostics.

SurModics, founded in 1979, provides drug-delivery and surface-modification technologies and in vitro diagnostic test kits to the health care industry.