Orient-Express investors want meeting with board

At a special meeting on Friday, a proposal by D.E. Shaw Group and CR Intrinsic Investors LLC to eliminate Class B shares currently held by Orient-Express and to treat any shares owned by the Bermuda-based company as nonvoting treasury shares was defeated.

On Tuesday, the investors said that roughly 95 percent of the Class A shares represented at the meeting--which made up 70 percent of all outstanding Class A shares--supported the proposals.

The investor group said it does not consider the Class B vote to be valid. They have complained the current share structure gives the board effective control over the voting power of the Class B shares.

"We strongly urge the Orient-Express directors to abide by the unequivocal mandate of the Class A shareholders and collapse the company's circular ownership and voting structure so that the board and management can be held accountable to the company's true economic owners," the shareholders said.

The investors said they have requested a meeting with the board and reserve all of their legal rights if they do not reach "an acceptable resolution."

Orient-Express has said the structure preserves the board's ability to oppose coercive takeover offers or proposals that would be harmful to the interests of the company and its shareholders.

Major proxy advisory groups had differed on the issue. Proxy Governance Inc., RiskMetrics Group and Egan-Jones Proxy Services backed the proposal, while Glass Lewis & Co. opposed it.

Orient-Express operates luxury restaurants, hotels and cruises and rail trips around the world. The company's shares dropped $1.64, or 9.9 percent, to $14.94 on Tuesday and shed a further 73 cents in after-hours trading. The stock has traded between $13.12 and $65.36 during the past 52 weeks.