Orient-Express asks shareholders to reject resolutions proposed by D.E. Shaw, CR Intrinsic Investments

By Lisa Kerner

Charlotte, N.C., Sept. 29 - Orient-Express Hotels Ltd. urged its shareholders to vote against resolutions proposed by investors D.E. Shaw Oculus Portfolios, LLC, CR Intrinsic Investments, LLC and their affiliates at the special general meeting to be held on Oct. 10.

As previously reported, the investors are 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 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 said.

Orient-Express, a Hamilton, Bermuda-based luxury hotel and restaurant operator, intends to "defend vigorously" any legal challenges to its corporate structure, it was noted in the release.

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