UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
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the Securities Exchange Act of 1934
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¨ | Preliminary Proxy Statement | |||
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¨ | Definitive Proxy Statement | |||
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¨ | Soliciting Material Pursuant to §240.14a-12 | |||
CHINACAST EDUCATION CORPORATION | ||||
(Name of Registrant as Specified in its Charter) | ||||
NED SHERWOOD ZS EDU L.P. ZS EDU GP LLC ROBERT HORNE DEREK FENG DANIEL TSEUNG | ||||
(Name of Person(s) Filing Proxy Statement, if Other Than Registrant) | ||||
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On December 27, 2011, Ned Sherwood issued a press release announcing the issuance of a letter to stockholders relating to ChinaCast Education Corporation (ChinaCast). Also on December 27, 2011, Mr. Sherwood disseminated an investor presentation relating to ChinaCast. The press release, the letter to stockholders and the investor presentation are attached hereto as Exhibits 1, 2 and 3, respectively.
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.
Exhibits:
Exhibit 1: Press Release
Exhibit 2: Letter to Stockholders
Exhibit 3: Investor Presentation
Exhibit 1
NED SHERWOOD, MAJOR STOCKHOLDER OF CHINACAST EDUCATION
CORPORATION, ISSUES OPEN LETTER TO STOCKHOLDERS
-Urges ChinaCast Stockholders To Vote For His Three Highly Qualified Nominees On The
Green Proxy Card Today
NEW YORK, Dec. 27, 2011 (BUSINESS WIRE)Ned Sherwood, a major stockholder of ChinaCast Education Corporation (Nasdaq GS: CAST), today issued the following letter to all stockholders of the Company:
Dear Fellow ChinaCast Stockholders:
As you may be aware, the Delaware Court of Chancery1 has forced ChinaCast to delay the Annual Stockholders Meeting until January 9, 2012, at 8:00 p.m. EST in order for all stockholders to have adequate time to make a fair and reasoned determination of who should be elected to the Board of CAST. You deserve to have independent voices in the boardroom looking out for your best interests. I urge you to vote FOR my highly qualified independent nomineesNed Sherwood, Derek Feng and Daniel Tseungon the GREEN proxy card today.
As a significant stockholder and current member of CASTs Board of Directors, I wish to state that my major goal is to assure that CAST undergoes, under the direction of a truly independent Special Committee, a full and complete, unbiased process to maximize stockholder value.
I continue to be convinced that CAST has an excellent business model operated by superior Mainland Chinese management and employees. Let me be clear, I do not wish to interfere with the Companys day-to-day operations in any way. I do, however, have serious concerns with the actions and strategic decisions made by certain of the current Board members.
I am not seeking control of the Companys Board. Rather, I am seeking to elect three (including myself) of the six Board members at the Annual Stockholders Meeting on January 9th to assure that Board actions are executed in the proper manner at this critical time in CASTs history. I believe that my three nominees will ensure that the interests of the stockholders, the true owners of ChinaCast, are vigorously represented in the boardroom by truly independent representatives.
Obviously, as a major stockholder, I want the process currently begun by the Special Committee to be run by the most experienced, independent, and professional individuals on our Board (or our Board as constituted after January 9th). I question the current composition of the Special Committee. While both Paul Weiss and Credit Suisse, the outside advisors to the Special Committee, are excellent firms, it is ultimately the Special Committee, and not its advisors, that will determine the best course of action for CAST. This is not a process that can simply be outsourced to a law firm and investment bank.
1 | The opinion of the Delaware Court of Chancery is located here: |
http://www.delawarelitigation.com/files/2011/12/sherwoodOp.pdf. |
The Special Committee currently consists of Justin Tang, Stephen Markscheid, and Hope Ni, and it excludes the Boards two most experienced directors in investment and mergers and acquisition mattersTseung and me. Mr. Tang, who has been a Director of CAST since 2007 and, to my knowledge, has never voted against any Board resolution, is, in my opinion, a proxy for Ron Chan. The other two committee members, Markscheid and Ni, were never elected to the Companys Board by stockholders. Ask yourself whether these are the committee members you would select to explore and evaluate strategic alternatives?
I believe that the nominees on the GREEN proxy card are more qualified and will represent your interests better than any of the current members of the Special Committee.
I am sure you will agree once you compare the backgrounds of the three members of the Special Committee with those of Tseung and me, the Board members who were not chosen for the Special Committee.
Tseung has been affiliated with CAST since its founding in 1999. He has over 16 years of experience as a professional investor. From 2000 until 2010, Tseung served as Managing Director of Sun Hung Kai Properties Direct Investments Ltd., the private equity division Sun Hung Kai Properties, one of the largest market-capitalization, publicly-traded companies in Hong Kong. He is an experienced investment professional who knows ChinaCast well.
I have more than 26 years of mergers and acquisitions and private equity experience as the founder of ZS FUND L.P. (ZS). Prior to the founding of ZS, I had 11 years of experience in divestitures for W.R. Grace and as a partner of AEA Investors, Inc., an early private equity firm.
If our slate of three directors is elected to the Board, and if certain members of our slate are selected to be on the Special Committee, we plan to do the following:
1) Review the Companys official projections that have been submitted to the Special Committee. As a director, I have been requesting two to three-year rolling projections at our regularly scheduled Board meetings, to no avail. Since future projections are a key determinant of value, I would like the Special Committee to review the Companys projections carefully, and with the assistance of its financial advisor, come up with an independent unbiased projections for CASTs future prospects.
2) I want to confirm that the advisors to the Special Committee have been instructed to conduct the broadest and widest process possible (encompassing both strategic and financial buyers). I have been very concerned about references in the Companys recent open letters to the deal as opposed to the process.
3) I have also been troubled by Chans statement that threatened an exodus of management if our slate were elected. As you know, this threat, which I believe constitutes a breach of fiduciary duty, resulted in our decision to reduce our slate of director nominees from six candidates to three candidates. As such, it is certain that three nominees from the Companys slate will be re-elected whether you vote for us or not.
2
As a further precaution, and as an encouragement to strategic buyers to bid for CAST, I plan to suggest, as Chairman of the Compensation Committee, that CAST immediately adopt a generous Retention Bonus Plan for the excellent Mainland Chinese management team, including, but not limited to, Li Wei, Xy Jiang, Jim Ma, Donald Gardner, and others. My proposal will include a significant one-time extra bonus payment to each key Mainland Chinese employee who, if a change of control transaction occurs, agrees to remain in the employ of the acquiring company for at least two years post-closing.
Additionally, by including Feng on our slate, I believe that we are further protecting value for all stockholders. Feng was born and educated in Mainland China, advanced his career in the United States at blue-chip companies such as GE, and spent five years as a senior executive at Knowledge Universe, one of the largest education holding companies with more than 40,000 employees globally. In my opinion, his leadership experience and education industry expertise will prove to be a very valuable resource to both management and the CAST Board.
Now is the time for ChinaCast stockholders to protect their best interests by electing three highly-qualified, independent nominees who are committed to maximizing the value of your investment. Please vote your GREEN proxy card today.
If you have any questions or need assistance in voting your GREEN proxy card, please call the firm assisting in the solicitation of proxies, Innisfree M&A Incorporated, toll-free at (888) 750-5834 (banks and brokers call collect at (212) 750-5833)).
Thank you for your support,
Ned Sherwood
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.
Contact:
Innisfree M&A Incorporated
Scott Winter, 212-750-5833
3
Exhibit 2
December 27, 2011
Dear Fellow ChinaCast Stockholders,
As you may be aware, the Delaware Court of Chancery1 has forced ChinaCast to delay the Annual Stockholders Meeting until January 9, 2012, at 8:00 p.m. EST in order for all stockholders to have adequate time to make a fair and reasoned determination of who should be elected to the Board of CAST. You deserve to have independent voices in the boardroom looking out for your best interests. I urge you to vote FOR my highly qualified independent nomineesNed Sherwood, Derek Feng and Daniel Tseungon the GREEN proxy card today.
As a significant stockholder and current member of CASTs Board of Directors, I wish to state that my major goal is to assure that CAST undergoes, under the direction of a truly independent Special Committee, a full and complete, unbiased process to maximize stockholder value.
I continue to be convinced that CAST has an excellent business model operated by superior Mainland Chinese management and employees. Let me be clear, I do not wish to interfere with the Companys day-to-day operations in any way. I do, however, have serious concerns with the actions and strategic decisions made by certain of the current Board members.
I am not seeking control of the Companys Board. Rather, I am seeking to elect three (including myself) of the six Board members at the Annual Stockholders Meeting on January 9th to assure that Board actions are executed in the proper manner at this critical time in CASTs history. I believe that my three nominees will ensure that the interests of the stockholders, the true owners of ChinaCast, are vigorously represented in the boardroom by truly independent representatives.
Obviously, as a major stockholder, I want the process currently begun by the Special Committee to be run by the most experienced, independent, and professional individuals on our Board (or our Board as constituted after January 9th). I question the current composition of the Special Committee. While both Paul Weiss and Credit Suisse, the outside advisors to the Special Committee, are excellent firms, it is ultimately the Special Committee, and not its advisors, that will determine the best course of action for CAST. This is not a process that can simply be outsourced to a law firm and investment bank.
1 | The opinion of the Delaware Court of Chancery is located here: |
http://www.delawarelitigation.com/files/2011/12/sherwoodOp.pdf. |
The Special Committee currently consists of Justin Tang, Stephen Markscheid, and Hope Ni, and it excludes the Boards two most experienced directors in investment and mergers and acquisition mattersTseung and me. Mr. Tang, who has been a Director of CAST since 2007 and, to my knowledge, has never voted against any Board resolution, is, in my opinion, a proxy for Ron Chan. The other two committee members, Markscheid and Ni, were never elected to the Companys Board by stockholders. Ask yourself whether these are the committee members you would select to explore and evaluate strategic alternatives?
I believe that the nominees on the GREEN proxy card are more qualified and will represent your interests better than any of the current members of the Special Committee.
I am sure you will agree once you compare the backgrounds of the three members of the Special Committee with those of Tseung and me, the Board members who were not chosen for the Special Committee.
Tseung has been affiliated with CAST since its founding in 1999. He has over 16 years of experience as a professional investor. From 2000 until 2010, Tseung served as Managing Director of Sun Hung Kai Properties Direct Investments Ltd., the private equity division Sun Hung Kai Properties, one of the largest market-capitalization, publicly-traded companies in Hong Kong. He is an experienced investment professional who knows ChinaCast well.
I have more than 26 years of mergers and acquisitions and private equity experience as the founder of ZS FUND L.P. (ZS). Prior to the founding of ZS, I had 11 years of experience in divestitures for W.R. Grace and as a partner of AEA Investors, Inc., an early private equity firm.
If our slate of three directors is elected to the Board, and if certain members of our slate are selected to be on the Special Committee, we plan to do the following:
1) Review the Companys official projections that have been submitted to the Special Committee. As a director, I have been requesting two to three-year rolling projections at our regularly scheduled Board meetings, to no avail. Since future projections are a key determinant of value, I would like the Special Committee to review the Companys projections carefully, and with the assistance of its financial advisor, come up with an independent unbiased projections for CASTs future prospects.
2) I want to confirm that the advisors to the Special Committee have been instructed to conduct the broadest and widest process possible (encompassing both strategic and financial buyers). I have been very concerned about references in the Companys recent open letters to the deal as opposed to the process.
3) I have also been troubled by Chans statement that threatened an exodus of management if our slate were elected. As you know, this threat, which I believe constitutes a breach of fiduciary duty, resulted in our decision to reduce our slate of director nominees from six candidates to three candidates. As such, it is certain that three nominees from the Companys slate will be re-elected whether you vote for us or not.
As a further precaution, and as an encouragement to strategic buyers to bid for CAST, I plan to suggest, as Chairman of the Compensation Committee, that CAST immediately adopt a generous Retention Bonus Plan for the excellent Mainland Chinese management team, including, but not limited to, Li Wei, Xy Jiang, Jim Ma, Donald Gardner, and others. My proposal will include a significant one-time extra bonus payment to each key Mainland Chinese employee who, if a change of control transaction occurs, agrees to remain in the employ of the acquiring company for at least two years post-closing.
Additionally, by including Feng on our slate, I believe that we are further protecting value for all stockholders. Feng was born and educated in Mainland China, advanced his career in the United States at blue-chip companies such as GE, and spent five years as a senior executive at Knowledge Universe, one of the largest education holding companies with more than 40,000 employees globally. In my opinion, his leadership experience and education industry expertise will prove to be a very valuable resource to both management and the CAST Board.
Now is the time for ChinaCast stockholders to protect their best interests by electing three highly-qualified, independent nominees who are committed to maximizing the value of your investment. Please vote your GREEN proxy card today.
If you have any questions or need assistance in voting your GREEN proxy card, please call the firm assisting in the solicitation of proxies, Innisfree M&A Incorporated, toll-free at (888) 750-5834 (banks and brokers call collect at (212) 750-5833)).
Thank you for your support,
Ned Sherwood
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.
ChinaCast Stockholders:
Vote FOR an Independent Voice in the Board Room
Elect the Independent Nominees
on the
GREEN Proxy Card
Ned Sherwood
ZS EDU L.P.
ZS EDU GP LLC
Exhibit 3 |
![]() 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. 2 |
![]() CAST
Stock Price has Dramatically Underperformed
CAST revenues have grown 37% year-over-year, yet CASTs share price is
down 20% from the 52-week high of $7.76 per share in December 2010 (as
of December 22, 2011) Indexed Simple Return (1 Year)
-70%
-60%
-50%
-40%
-30%
-20%
-10%
0%
10%
20%
30%
Dec-10
Feb-11
Apr-11
Jun-11
Aug-11
Oct-11
CAST
NDX
3 |
![]() The Board
Does Not Appear to be Looking out for the Best Interests of Stockholders
Given CAST excellent operating results and its strong cash position, but with its
stock trading at less than 3x EBITDA, why is the Board so reluctant to
share the cash flow
with the stockholders?
CAST
announced
a
$50
million
stock
buy-back
plan
on
March
16,
2011,
when
the
share
price
was $5.57, which was unanimously approved by the then five-member Board.
Since that time, CAST has reported three record quarters of earnings and the share
price has dropped below the March
16 prices.
With new university acquisitions valued at 7.5x to 9.0x EBITDA and CASTs
stock trading well below that EBITDA multiple, new acquisitions would be
quite dilutive.
However, we believe that CAST has repurchased less than 10% of the announced
buy-back shares to date.
Actively exploring a strategic transaction involving a sale of the company without
appointing a special committee consisting of Board members with the most
investment and M&A experience.
Current Special Committee members consist of two directors that were appointed
(never elected)
to
the
Board
and
a
third
director
who,
we
believe,
is
a
proxy
for
Ron
Chan.
Keeping a poison pill
in place making it more difficult for potential suitors to purchase
the company.
Poison Pill not submitted to stockholders for approval despite Directors Sherwood
and Tseung voting against the adoption of a poison pill.
4 |
![]() The Board
Appears to be Manipulating Corporate Governance and the Election Process to
Create an Entrenched Board of Yes-Men We believe the Board is
rigging a management-friendly Board by manipulating the
election process to eliminate any dissenting voices from the Board
room.
The Board attempted to hold a stockholder meeting just days after removing Ned
Sherwood from its slate in an effort to deprive stockholders of an
independent voice in the Board room.
We believe the Board removed Ned Sherwood from its slate to remove a dissenting
voice from the Board room.
We believe the current Board has removed directors from various committees
(Sherwood
Audit and Nominating Committees, Tseung
Nominating Committees) to
retaliate for expressing differing views in the Board room
The Delaware Court of Chancery issued a Temporary Restraining Order to force
CAST to adjourn the annual meeting to January 10, 2012 in order to provide
stockholders with sufficient time to evaluate director nominees.
The Board previously rejected another stockholders director nomination on
purported technicalities in order to keep a unified Board of
yes-men. 5 |
![]() It is ALL
about Stockholder Value! If successful, we are committed to the following
simple plan: 1.
Follow a simple philosophy of sharing the CAST success and cash flow with the
stockholders via dividends, share buybacks and, of course, constantly
evaluating strategic alternatives. Be assured that we
will
always
be
alert
to
maximizing
value
for
all
stockholders
if
an
appropriate
opportunity
arises,
and
we do not plan to stop the process of exploring strategic alternatives. We
recommend that the Special Committee of the Board for this process consist
of highly experienced investment professionals. 2.
Maintain the commitment to improving and enhancing the quality of education and the
facilities at CASTs three
existing
universities,
with
the
goal
to
provide
a
world
class
education
to
all
of
the
matriculating
students.
When possible, we should also search for additional private universities to acquire
and improve and expand. Currently CAST trades at a multiple net of cash of
approximately 3x EBITDA, but most university acquisition candidates sell for
multiples between 7.5 and 9 times EBITDA. Therefore, we strongly believe our
first task at hand is to work to convince the financial markets to properly value CAST stock so that
new university acquisitions would make financial sense and not be dilutive.
3.
Subject to the approval of Chinas State Administration of Foreign Exchange,
restart CASTs previously announced $50
million share buyback program in earnest. Unfortunately, after announcing its
buyback program in March 2011, we believe CAST has not purchased any shares
since late June and has only purchased $4.7
million worth of shares in total to date.
4.
Consult with the relevant Chinese authorities with regard to continuing cash
remittance to the United States and, as soon as possible, initiate a
twenty-cent per share annual dividend payable quarterly. 5.
Eliminate
the
poison
pill
and
stop
Board
action
to
remove
independent
voices
from
the
Board.
6 |
![]() The
Delaware Court of Chancery Forced CAST to Delay the Annual Meeting
In its December 20
th
opinion, the Delaware Court of Chancery held that:
Plaintiffs make a colorable claim that, to whatever degree Sherwood may have
been obstinate, that obstinance relates to sincere policy disputes between
him and [directors Chan, Santos and Tang], and a desire to avoid those
disputes may have motivated [directors Chan, Santos and Tang] to remove him
from their slate.
[I]t also is important that directors be able to register effective dissent,
even if that might offend the sensibilities of some of their
co-directors.
The [companys] Proxy Supplement may be materially misleading in its
failure to disclose the boards motivations
candidly
.
The board should have foreseen that [removing Sherwood from the management
slate] would generate controversy, and that ChinaCasts shareholders
generally, not just Sherwood, would lose the opportunity to express their
fully informed views on that controversy via a fair election.
Defendants have not simply expressed their disagreement with Sherwoods
positions or dissatisfaction with his personal behavior; they have also
excluded him from merely running for election.
In
this
way,
holding
the
Annual
Meeting
on
December
21
would
not
comport
with
the
scrupulous
fairness
required
of
corporate
elections.
(emphasis
added)
7 |
![]() Vote
FOR Independent Stockholder
Voices in the Board Room
on the
Green
Proxy Card
If you have questions or need assistance in voting your shares, please
call our proxy solicitor, Innisfree M&A Incorporated, at
212-750-5833. 8
*
*
*
*
* |
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