Kensey Nash, Ramius agree on board nominations

By Lisa Kerner

Charlotte, N.C., Oct. 25 - Kensey Nash Corp. agreed to nominate Jeffrey Smith and Ceasar Anquillare for election to its board of directors as part of an agreement with Ramius Capital Group, LLC and its affiliates. Ramius owns about 20.8% of Kensey Nash's outstanding shares.

Starboard Value and Opportunity Master Fund Ltd. is the Ramius affiliate that initially made the nomination, according to a company news release.

Kensey Nash's board also nominated Robert Bobb for re-election at the company's 2007 annual meeting on Dec. 5.

If elected, Anquillare will be appointed to the audit committee and Smith will be appointed to the board's governance and nominating committee as well as to the strategic planning committee of the board.

Smith is a partner of Ramius Capital Group. Anquillare is the chairman and chief executive officer of Winchester Capital Partners, a private transatlantic investment bank.

Ramius, for its part, agreed to withdraw its previous nomination of Smith, Anquillare and Peter Feld and will vote in favor or Bobb. In addition, Ramius agreed to limit the number of additional Kensey Nash shares it may acquire prior to the company's 2008 annual meeting and also to refrain from submitting shareholder proposals, conducting proxy solicitation activities or taking certain other actions until the 2008 meeting. The investor may, however, may nominate up to two people for election to the board at the 2008 meeting and engage in related proxy solicitation activities.

Company founder John Nash will retire from Kensey's board after 23 years but will continue as the company's vice president of new technology.

Also stepping down is Kim Rosenberg, who will not seek re-election to the board of the Exton, Pa., medical technology company.

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