Orient-Express shareholders reject proposals by D.E. Shaw, CR Intrinsic

By Susanna Moon

Chicago, Oct. 10 - Orient-Express Hotels Ltd. said its shareholders declined to pass resolutions proposed by two dissident shareholders, D.E. Shaw Oculus Portfolios, LLC, CR Intrinsic Investments, LLC and their affiliates, at a special meeting on Friday.

The company said it believes the meeting was contrary to the best interests of the company and its shareholders and was an unnecessary expense.

The matters put before the quorum were concluded in a cordial manner, the company said.

As previously reported, the investors were soliciting proxies in support of amendments to the company's bylaws that would treat class B shares as "treasury shares" under Bermuda law and would cancel the class B shares.

"This structure was implemented in order to preserve the board's ability to oppose any proposals that are contrary to the best interests of the company and its shareholders, including coercive or unfair offers to acquire the company, and thus preserve the value of the company for all of its shareholders," Orient-Express previously said in a news release.

According to Orient-Express, the investors, with a 14.3% stake, claim that the class B common shares owned by Orient-Express Holdings 1 Ltd. are actually treasury shares of the company and, as such, may not be voted.

The assertion is false as a matter of law, Orient-Express had said.

Orient-Express, a Hamilton, Bermuda-based luxury hotel and restaurant operator, said it intended to "defend vigorously" any legal challenges to its corporate structure.

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