D.E. Shaw to request meeting of Orient-Express Hotels shareholders over corporate governance concerns

By Lisa Kerner

Charlotte, N.C., Aug. 4 - Shareholder D.E. Shaw & Co., LLC said it was disappointed in Orient-Express Hotels Ltd.'s disinterest in discussing D.E. Shaw's objections to the company's corporate governance structure.

As a result, D.E. Shaw said it is forced to seek alternative methods of holding the board of Orient-Express Hotels accountable.

In an Aug. 4 letter to the company, D.E. Shaw said it plans to request a special shareholders meeting to give the class A shareholders the opportunity to express their views on whether the current governance structure should be revised.

The letter was included in a schedule 13D/A filed with the Securities and Exchange Commission.

"We expect that the board will not frustrate the convening of such a meeting and will call it at the earliest possible opportunity," D.E. Shaw said in the letter.

According to the investor and its Bermuda counsel, Orient-Express Hotels' corporate governance structure is unsustainable under Bermuda law.

D.E. Shaw does not believe "there is any other company - in Bermuda or elsewhere - with a governance structure that so entrenches its current board of directors and immunizes board members and management from any accountability to the company's ultimate owners."

"Put simply, we have never seen a more unresponsive corporate governance structure," D.E. Shaw stated in the letter.

D.E. Shaw has a 7.6% stake in the Hamilton, Bermuda-based operator of deluxe hotels, restaurants, tourist trains and river cruise businesses.

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