Orient-Express sets meeting date for vote on proposed bylaws changes

By Lisa Kerner

Charlotte, N.C., Sept. 12 - Orient-Express Hotels Ltd. will hold a special meeting of stockholders on Oct. 10 to vote on proposals put forth by D.E. Shaw Oculus Portfolios, LLC, D.E. Shaw Valence Portfolios, LLC and others.

The investors want to amend the company's bylaws to treat class B shares as "treasury shares" under Bermuda law and to cancel the class B shares. The class B shares held by Orient-Express Holdings 1 Ltd. would lose their right to vote as a result.

Orient-Express said it has doubts about the validity of the investors' request but will hold a meeting to avoid a "potentially protracted and expensive dispute."

The board of directors of Orient-Express will recommend that shareholders vote against the resolutions, the filing said.

In addition, the board of Orient-Express Holdings 1, the owner of all class B common shares, resolved to vote all of its shares against the proposed resolutions at any special meeting.

It was previously reported that D.E. Shaw and its affiliates want to eliminate Orient-Express' circular ownership structure in which its wholly owned subsidiary controls the company through ownership of all of its super-voting class B shares.

Orient-Express is a Hamilton, Bermuda-based operator of deluxe hotels, restaurants, tourist trains and river cruise businesses.

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