Fir Tree Sent A Letter To Chinacast Education, Requesting To Postpone Annual Meeting

Fir Tree discloses its letter to Chinacast Education Corp (CAST) today. According to the filing, Fir Tree sent a letter on December 13, 2011 to the Board of Directors of Chinacast Education Corp, requesting that “the Annual meeting of Stockholders be postponed to allow stockholders sufficient time to process and understand the information now in the public domain.” Furthermore, Fir Tree believes Chinacast’s certain actions have not complied with the letter agreement, dated as of June 27, 2008.

Jeffrey Tannenbaum

Fir Tree also reports its 13.2% or 6.45 million shares activist stake in CAST, which is unchanged since the end of June. Here is the letter:

Dear Members of the Board:

Fir Tree Inc. (“Fir Tree”) has been a long term investor in ChinaCast Education Corporation (the “Company”) with the goal of maximizing stockholder value in the Company. Fir Tree has reviewed recent filings made by the Company and Ned Sherwood with great concern. In light of the public statements made by both the Company and Mr. Sherwood over the last week and filing of a proxy statement today by Mr. Sherwood with a proposed new slate of nominees for the Board of Directors, Fir Tree strongly believes that holding the Annual Meeting of Stockholders (the “Annual Meeting”) on December 21, 2011 is no longer an appropriate or sensible course of action as stockholders need additional time to process and understand the information now in the public domain and evaluate the proposed Board nominees. Accordingly, Fir Tree requests that the Annual Meeting be postponed to allow stockholders sufficient time to determine what is in the best interest of the Company.

We further note that if Mr. Sherwood’s allegations are true, we would have great difficulty discerning the Company’s basis for declaring, as it did in its proxy supplement of December 8, 2011, that Mr. Sherwood is not a “Suitable Person” for re-election to the Board as defined in the Letter Agreement, dated as of June 27, 2008, by and among the Company, Fir Tree Value Master Fund, L.P., and Fir Tree Capital Opportunity Master Fund, L.P. (the “Fir Tree Agreement”). Moreover, the apparent change in heart by the Company with respect to our designee between the filing of the definitive proxy statement on November 14, 2011 and the filing of the proxy supplement on December 8, 2011, without any changes in the facts relating to our designee qualifying as a “Suitable Person” in the interim, is inexplicable. Finally, the Fir Tree Agreement contains no provision entitling the Company to take the actions it did in connection with the proxy supplement irrespective of whether Mr. Sherwood is a “Suitable Person.”

We are hopeful the governance issues currently facing the Company can be resolved expeditiously, but we believe this would be better done through a process that allows consideration by stockholders of the options facing the Company to determine the best path forward for the Company, without undue haste.

Yours sincerely,

David Sultan

Managing Director

Fir Tree Inc.

blog comments powered by Disqus
Insider Monkey Headlines
Insider Monkey Small Cap Strategy
Insider Monkey Small Cap Strategy

Insider Monkey beat the market by 52 percentage points in 24 months Click to see monthly returns in table format!

Lists

10 Most Influential Papers In Economics

Top 8 Biggest Charities in the US

10 Worst Celebrity Career Moves Ever

Top 10 Best Paid Tennis Stars in the World

10 Cities with High Demand for Nurses

6 of the Worst Greeting Card Messages Ever Crafted

6 Ways to Make Money in ArcheAge and Build Your Empire

10 Foods To Eat To Lower Cholesterol Levels

The 10 Most Hated Television Characters of All Time

The 30 Worst Halloween Costume Ideas Ever Brought to Horrible Life

10 Vocational Skills in Demand Today with Jobs Waiting to be Filled

10 Best Places to Visit in Central and South America

The 10 Greatest Empires in History Which Nearly Conquered the World

The 6 Cheapest Boarding Schools In America 2015

5 Clear Reasons LoL is Better than DotA, Continues to Rule MOBAs

The Only 9 Teams with a Chance to Win the Super Bowl

The 15 Most Common Phobias in America that Induce Fits of Panic

Top 6 Least Expensive Tourist Destinations in 2014

Jim Goetz, Peter Fenton, Jim Breyer: Top 6 Venture Investors for 2014

Top 15 Billionaires in 2014

5 Pitfalls To Avoid When Buying a Franchise

Top 20 Medical Schools in the US – 2014 Rankings

4 Business Strategies that Turned Jamie Oliver into the World’s Richest Chef

6 Qualities That Make You A Good Team Player

10 High Paying Seasonal Jobs in America this Holiday Season

The 10 Busiest Shipping Lanes in the World

5 Most Valuable Brands in China

The 10 States with Highest Substance Abuse Rates Crippling Their Populace

The Top 10 Things to Do Before You Die That Will Echo for Eternity

The 10 Best Selling Items on Etsy

Top 10 Things to Do in Tokyo, the Greatest City in the World

10 Mistakes on Social Media that Can Harm You and Will Probably Get You Canned

The 10 Best Cities to Find Jobs in 2014

The 10 Most Controversial Songs Of All Time to Hit (and get Banned from) the Airwaves

The 20 Biggest IPOs in US History

The 10 Best Places to Visit in Mexico that Are Beautiful and Safe

7 Bad Habits that Age You Beyond Your Years

The 40 Best Fortune Cookie Sayings That Will Leave You Bemused, Befuddled, or Beguiled

10 Foods to Eat Before a Workout to Make Every Drop of Sweat Count

The 5 Best Documentaries On Netflix You Must See

The Most Heartwarming and Inspirational Story Of This Halloween Season, It Will Make You Cry and Jump For Joy

10 Best Party Songs of All Time to Bring the House Down With

5 New World Order Conspiracy Theories that Will Strangle the World

The 10 Highest Rated Movies of 2014

The 10 Largest Container Shipping Companies in the World

The 10 Largest Armies in the World: Who Should We Be Afraid Of?

Best Warren Buffett Quotes on Money You Need to Hear

The 10 Highest Suicide Rates by Profession

The 20 Most Underrated Movies of All Time

The 10 Fastest Growing Companies in America

Subscribe

Enter your email:

Delivered by FeedBurner

X

Thanks! An email with instructions is sent to !

Your email already exists in our database. Click here to go to your subscriptions

Insider Monkey returned 47.6% in its first year! Wondering How?

Download a complete edition of our newsletter for free!