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News Breaks | | | | February 28, 2013 | | 08:12 EDT |  | BEE | Orange Capital calls for overhaul of governance at Strategic Hotels
Orange Capital issued a statement regarding Strategic Hotels & Resorts’ February 19 public response to Orange Capital’s letter urging an immediate sale of the company: "We are disappointed by Strategic’s response to our February 1st letter urging an immediate sale of the Company, and its continued refusal to address the issues we raised as evident in yesterday’s earnings release...Our Letter clearly outlined why a sale, with estimated proceeds of $11 – $14 per share, is the best path to maximize shareholder value. Despite claims of transparent communications with its shareholders, the Company failed to communicate which of our “assumptions and conclusions” it disagrees with, and why a sale is not in the best interests of shareholders. In addition, Strategic alleged that we made our Letter public to advance our short-term trading interest. In fact, we have increased our holdings to 6,625,800 million shares since we published our Letter. We remain one of the Company’s top 10 shareholders. One key consideration in our urging for a sale is Strategic's poor corporate governance. The Company has made numerous arrangements that have entrenched and enriched management at the expense of shareholders. In light of this pattern of behavior, including the Board’s failure to respond adequately to our Letter, we demand Strategic immediately form a Special Committee of Independent Directors and retain a financial advisor. The objectives of the Special Committee would be to overhaul existing governance to conform with industry "best practices" and explore all strategic alternatives, including a sale, which we maintain is the best alternative for shareholders. Should the independent directors fail to do so, they should be replaced. We are not alone in identifying the governance shortcomings plaguing the company. Institutional Shareholder Services, a leading independent proxy voting and corporate governance advisory firm, recommended that shareholders withhold votes for four of the Company’s 10 directors at Strategic’s 2012 annual meeting, including the Company’s CEO Raymond Guellein." Orange added it remains open to discussing its views with the Board of Strategic Hotels. | |
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| May 20, 2013 | | 09:23 EDT | | BEE | Strategic Hotels announces termination of stockholder rights plan
Strategic Hotels announced that its board approved an amendment to the Company's stockholder rights plan to accelerate the expiration date from November 30 to as soon as possible, but no later than the close of business on June 14. In addition, the board amended the company's Corporate Guidance Guidelines to provide that if the company were to adopt any new stockholder rights plan in the future, it will submit the stockholder rights plan for shareholder approval within 12 months of its adoption. | |
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