0001144204-12-000849.txt : 20120106 0001144204-12-000849.hdr.sgml : 20120106 20120105203902 ACCESSION NUMBER: 0001144204-12-000849 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120106 DATE AS OF CHANGE: 20120105 EFFECTIVENESS DATE: 20120106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINACAST EDUCATION CORP CENTRAL INDEX KEY: 0001261888 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 200178991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33771 FILM NUMBER: 12512978 BUSINESS ADDRESS: STREET 1: SUITE 08, 20/F, ONE INTL FINANCE CENTRE STREET 2: 1 HARBOUR VIEW STREET CITY: CENTRAL, STATE: K3 ZIP: 00000 BUSINESS PHONE: (852) 3960 6506 MAIL ADDRESS: STREET 1: SUITE 08, 20/F, ONE INTL FINANCE CENTRE STREET 2: 1 HARBOUR VIEW STREET CITY: CENTRAL, STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: GREAT WALL ACQUISITION CORP DATE OF NAME CHANGE: 20030829 DEFA14A 1 v244840_defa14a.htm DEFA14A Unassociated Document
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
 
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o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
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o Soliciting Material Pursuant to § 240.14a-12
 
CHINACAST EDUCATION CORPORATION
(Name of Registrant as Specified in Its Charter)
_________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
 
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For Immediate Release

GLASS LEWIS RECOMMENDS THAT CHINACAST EDUCATION SHAREHOLDERS VOTE “FOR” THE MANAGEMENT NOMINEES

Independent Proxy Firm Recommends Shareholders Reject Ned Sherwood and his Nominees

BEIJING, January 6, 2012 /PRNewswire-Asia-FirstCall/ -- ChinaCast Education Corporation (the "Company" or “ChinaCast”) (Nasdaq GS: CAST),, announced today that Glass Lewis & Co., a leading independent proxy advisory firm, recommends that ChinaCast shareholders vote for ALL nominees on management’s BLUE proxy card at the Company’s upcoming Annual Meeting.

In its analysis, Glass Lewis notes that “… shareholder return and operating performance have compared reasonably or favorably with that of its peers in recent years” and that “…the board appears to us to be making an earnest attempt to maximize shareholder value and resolve the proxy fight.”

Commenting on the business plan put forward by Ned Sherwood, Glass Lewis commented that “… the Dissidents’ plan (e.g., the potential adverse tax impact of the dividends and certain accounting and legal issues relating to the buyback program) if fully implemented, could potentially leave the Company with a dangerously weakened working capital position that the Dissidents have not adequately addressed, in our view.”  Glass Lewis additionally expressed their concerns in agreement with those raised by the incumbent Board regarding one of Mr. Sherwood’s nominees, Derek Feng, stating that “… we are inclined to believe that a potential conflict of interest could exist should Mr. Feng be appointed to the Company's board.”

The Company issued the following statement regarding the Glass Lewis recommendation:
“ChinaCast Education is pleased that this leading independent proxy advisory firm recognizes the value that has been created by the current Board and the potentially damaging impact of Ned Sherwood and Mr. Feng being elected to the board. The Company urges shareholders to vote the BLUE proxy card for all proposals, including the board’s nominees.”

Shareholders are reminded that the Annual Meeting is being held on Tuesday, January 10, 2012, Beijing time (Monday, January 9, 2012 US time)  and to confirm with their custodian banks or broker as to the cut-off time to ensure their vote is received in time to be counted at the meeting.  Shareholders are urged to discard any green proxy card they may have received from Ned Sherwood and to vote only the BLUE proxy card to support the Board’s nominees.
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Any shareholders with questions or that require assistance in voting their shares should contact the Company’s proxy solicitors, MacKenzie Partners, toll free at 1-800-322-2885, or Advantage Proxy, toll-free at 1-877-870-8565.

Important Additional Information and Where to Find it
 
This press release may be deemed to be solicitation material in respect of the proposals to be voted upon at the Annual Meeting of Stockholders (“Annual Meeting”) on December 21, 2011 at 9:00 a.m. Beijing Standard Time (which is equivalent to December 20, 2011 at 8:00 p.m. U.S. Eastern Standard Time and which has been adjourned to January 10, 2012 at 9:00 a.m. Beijing Standard Time which is equivalent to January 9, 2012 at 8:00 p.m. U.S. Eastern Standard Time) described in the Company’s definitive proxy statement on Schedule 14A, filed by the Company on November 15, 2011, as supplemented by supplements thereto filed by the Company dated December 8, 2011, December 16, 2011 and December 27, 2011.  The Company has filed with, or furnished to the Securities and Exchange Commission (the “SEC”), all relevant materials, including a definitive proxy statement on Schedule 14A, and has mailed the definitive proxy statement on Schedule 14A to its shareholders.  INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE ANNUAL MEETING AND THE PERSONS SOLICITING PROXIES IN CONNECTION WITH THE PROPOSALS TO BE VOTED UPON AT THE ANNUAL MEETING.  This press release is not a substitute for any proxy statement or other filings that may be made with the SEC.  Shareholders are able to obtain copies of the Company’s definitive proxy statement and the supplemental filings thereto by contacting Advantage Proxy by calling +1- (877) 870-8565 (toll-free).  In addition to receiving the Company’s definitive proxy statement and the supplements thereto by mail, shareholders also are able to obtain these documents, as well as other filings containing information about the Company and proposals to be voted upon at the Annual Meeting and related matters, without charge, from the SEC’s website (http://www.sec.gov) or at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549.  In addition, these documents can be obtained, without charge, by contacting the Company at the following address and/or phone number: Suite 08, 20F, One International Financial Centre, 1 Harbour View Street, Central, Hong Kong.
 
 
 
 
 
 
Certain of the Company’s officers and employees may be deemed participants in the solicitation of proxies in respect of the proposals.  Information about the Company’s executive officers and directors can be found in its Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 16, 2011.  Additional information regarding the interests of such potential participants is included in the definitive proxy statement.
 
About ChinaCast Education Corporation
 
Established in 1999, ChinaCast Education Corporation is a leading post-secondary education and e-learning services provider in China. The Company provides post-secondary degree and diploma programs through its three fully accredited universities: The Foreign Trade and Business College of Chongqing Normal University located in Chongqing; Lijiang College of Guangxi Normal University located in Guilin; and Hubei Industrial University Business College located in Wuhan. These universities offer four year and three year, career-oriented bachelor's degree and diploma programs in business, finance, economics, law, IT, engineering, hospitality and tourism management, advertising, language studies, art and music.
 
The Company also provides e-learning services to post-secondary institutions, K-12 schools, government agencies and corporate enterprises via its nationwide satellite broadband network. These services include interactive distance learning applications, multimedia education content delivery and vocational training courses. The Company is listed on the NASDAQ Global Select Market with the ticker symbol CAST.

Safe Harbor Statement
 
This press release may contain statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements express our current expectations or forecasts of possible future results or events, including projections of future performance, statements of management's plans and objectives, future contracts, and forecasts of trends and other matters. These projections, expectations and trends are dependent on certain risks and uncertainties including such factors, among others, as growth in demand for education services, smooth and timely implementation of new training centers and other risk factors listed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as "anticipate," "estimate," "expect," "believe," "will likely result," "outlook," "project" and other words and expressions of similar meaning. No assurance can be given that the results in any forward-looking statements will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.
 
 
 
 
 
CONTACT:
ChinaCast Education Corporation
Michael J. Santos, President-International
+1-347-788-0030
mjsantos@chinacasteducation.com



Paul R. Schulman or Bob Marese
MacKenzie Partners, Inc.
Direct:  +212 929-5500