Ned Sherwood, a major stockholder of ChinaCast Education
Corporation (Nasdaq GS: CAST), announced today that the nations
leading independent proxy firm, ISS Proxy Advisory Services, has
recommended that all of its institutional stockholder clients
owning shares of ChinaCast vote Mr. Sherwoods GREEN proxy card and
not vote ChinaCasts blue proxy card at the annual meeting of
stockholders scheduled to be held on January 10, 2012 at 9:00 a.m.
Beijing Standard Time (which is January 9, 2012 at 8:00 p.m. U.S.
Eastern Standard Time). ISS recommended that stockholders vote the
GREEN proxy FOR Ned Sherwood and Daniel Tseung. The analyses and
reports of ISS are relied upon by hundreds of major institutional
investment firms, mutual and pension funds and other fiduciaries.
In making its recommendation that ChinaCast stockholders vote on
the GREEN proxy card FOR Messrs. Sherwood and Tseung, ISS stated:
the ability of external directors to think and act independently of
management is a core tenet of corporate governance, and perhaps the
most robust response available to mitigate the agency risk inherent
in publicly-held corporations. ISS also noted that: the boards
argument against Sherwoods candidacy and particularly against
Tseungs seem particularly thin. The boards willingness to allow
Sherwood onto the management slate initially, the 11th hour
decision to drop him, and its still-unexplained removal of Tseung
from his committee assignments, are generally more supportive of
Sherwoods view that he was being rebuked for being too independent
than the boards. For unaffiliated shareholders, the more
significant question is whether Mr. Sherwood is effective in
advocating their cause. Given the Chairmans own example of what
makes Sherwood a difficult director Sherwoods demands that the
company come up with a better process for acting on opportunistic
stock buybacks it seem plausible the answer is yes, and that his
candidacy deserves their support.* Ned Sherwood commented: We are
pleased with ISSs reasoned recommendations. ISS has done
significant due diligence on the nominees and the company, and its
conclusions underscore the importance of having board members who
are truly independent and can best represent stockholders
interests. My slate of three highly qualified independent nominees
which includes Daniel Tseung, Derek Feng and myself remains fully
committed to acting independently of management and running a full,
thorough and transparent process to seek the best buyer for the
company. ChinaCasts annual meeting of stockholdersscheduled to be
held on Tuesday, January 10, 2012 at 9:00 a.m. Beijing Standard
Time (which is Monday, January 9, 2012 at 8:00 p.m. U.S. Eastern
Standard Time)is just days away. ChinaCast stockholders are urged
to protect their best interests by electing the three highly
qualified, independent nominees on the GREEN proxy card TODAY.
Stockholders with any questions or that need assistance in voting
the GREEN proxy card, should please call the firm assisting in the
solicitation of GREEN proxies, Innisfree MA Incorporated, toll-free
at (888) 750-5834 (banks and brokers call collect at (212)
750-5833). Gibson, Dunn Crutcher LLP is acting as legal advisor to
Mr. Sherwood. * Permission to include published material in this
press release was neither sought nor obtained. Important
Information SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE
PROXY STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(THE SEC) AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF
PROXIES BY NED SHERWOOD, ZS EDU L.P., ZS EDU GP LLC, ROBERT HORNE
AND THE NOMINEES FROM THE STOCKHOLDERS OF CHINACAST EDUCATION
CORPORATION (THE ISSUER) FOR USE AT THE ISSUERS ANNUAL MEETING
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
INVESTORS CAN GET THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS, AT NO CHARGE AT THE SECS WEBSITE AT
HTTP://WWW.SEC.GOV.
No comments:
Post a Comment