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Published on 10/6/2008 in the Prospect News Special Situations Daily.

Proxy advisory firm urges Orient-Express shareholders to vote against dissident proposals Friday

By Lisa Kerner

Charlotte, N.C., Oct. 6 - Glass Lewis & Co. recommended Orient-Express Hotels Ltd. shareholders vote against proposals by D.E. Shaw Valence Portfolios, LLC, D.E. Shaw Oculus Portfolios, LLC and CR Intrinsic Investors, LLC at the special meeting on Friday, according to an Orient-Express news release.

According to Orient-Express, the proxy advisory firm said, "We do not believe the dissident's assertion that the company's voting structure has impacted the company's stock price performance in recent years warrants significant shareholder concern."

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. As a result, the class B shares held by Orient-Express Holdings 1 Ltd. would lose their right to vote, it was previously reported.

Glass Lewis suspects "that most shareholders both understand and accept the nature and extent of Orient-Express Holdings 1 Ltd.'s control over the company and the composition of its board, particularly since this structure has been in place for a considerable period of time," Orient Express said in its release.

The D.E. Shaw shareholders, with a 14.3% stake in Orient-Express, reported that RiskMetrics Group/ISS and Egan-Jones Proxy Services recommended that shareholders vote for both of its proposals.

In a prior news release, Orient-Express said its board's structure is designed "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."

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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