NEW YORK, May 14, 2022 /PRNewswire/ — Blue Ocean Structure Investment Company Ltd. ("Blue Ocean"), a significant shareholder of Global Cord Blood Corporation (the "Company" or "Global Cord") (NYSE: CO), today announced that the Grand Court of the Cayman Islands (the "Court") granted injunction order (the "Order") to stop Global Cord Blood’s planned acquisition of Cellenkos, Inc. ("Cellenkos"). Blue Ocean’s investment in Global Cord Blood represents an ownership position of approximately 65% of the Company’s shares.
The injunction order was obtained on an ex parte basis. There will be a further hearing in respect of this Order on 24 May 2022 (the "Return Date"). Until after the Return Date or further Order of the Court, Global Cord must not
- take any steps, enter into any arrangements or close on the Material Definitive Agreement to acquire any shares in Cellenkos, Inc announced by the Company on 29 April 2022 (the "Transaction") or any ancillary or related transactions, pending the holding of an Extraordinary General Meeting at which approval of the Transaction is properly put to the Company’s members (the ”EGM”) or the determination of the winding up petition dated 3 May 2022 (the "Petition");
- cause, whether by itself or otherwise, the issue, transfer, sale or other dealing with any of its shares, whether related or unrelated to the Transaction, pending the EGM or the determination of the Petition;
- distribute any funds or enter into any financial arrangement pursuant to in relation to the Transaction pending the EGM or the determination of the Petition;
- in any way dispose of, deal with, or diminishing the value of, any of the Company’s assets in excess of US$1,000,000.00 in aggregate, without the approval of the Court, pending the EGM or the determination of the Petition.
Shareholders of Global Cord who wish to support the continuation of the Order and the Petition filed by Blue Ocean are encouraged to contact FTI Consulting to find out how they can register their support ahead of the hearing on the Return Date.
Blue Ocean firmly believes the transaction is not in the best interests of the Company or its shareholders due to the following reasons:
- No discernible long-term value at Cellenkos – no commercially marketable product pipeline.
- Unjustifiable purchase price – fundraising that occurred at the same time as the Company’s valuation of Cellenkos indicated a fair value of US $28.67 per share, compared to the Company’s valuation of Cellenkos of US $329.70 per share.
- Massive dilution of shareholders – existing shareholders will be diluted by over 50% as the consideration of the transaction involves both cash and a substantial equity stake in the Company.
- Conflicted governance in the transaction process – Cellenkos management is closely tied to the Company’s Board, representing a significant conflict of interest.
- Total disregard for shareholder perspectives – the Company failed to consult with its key stakeholders prior to the announcement and refused to run an EGM to vote on the transaction.
To safeguard the best interests of all shareholders of the Company, Blue Ocean intends to take all possible steps to prevent the proposed acquisition, including endeavoring to convene an EGM to pass a special resolution to terminate the proposed acquisition. Blue Ocean urges any shareholders of the Company who share any concerns regarding the proposed acquisition to reach out immediately and join forces to protect all existing shareholders of the Company.
For more details, please refer to the 13D filing: https://www.sec.gov/Archives/edgar/data/0001467808/000110465922060061/tm2215509d1_sc13da.htm; and Exhibit A (ex parte court order): https://www.sec.gov/Archives/edgar/data/1467808/000110465922060061/tm2215509d1_ex99-a.htm
Brad Newman (US)
Rita Fong (Hong Kong)
Rachel Hsueh (China)