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 Eastern Caribbean Supreme Court in the High Court of Justice of the Virgin Islands (the “Court”) granted an injunction order (“the Order”) enjoining Golden Meditech Stem Cells (BVI) Company Limited (“Golden Meditech”) from taking any steps on a purported share charge from Blue Ocean and from pursuing the removal of Blue Ocean’s representative, Xu Ping, as a Director of Global Cord.
Blue Ocean, whose investment in Global Cord represents an ownership position of approximately 65% of the Company’s shares, has stated its intent to take all possible actions to stop Global Cord’s planned acquisition (the “Transaction”) of Cellenkos, Inc. (“Cellenkos”). In response to a distracting and fraudulent Schedule 13D filing made by Golden Meditech with the U.S. Securities and Exchange Commission on 23 May 2022, Blue Ocean filed an injunction order in the Court.
There will be a further hearing in respect of this Order on 16 June 2022 (the “Return Date"). Until after the Return Date or further Order of the Court, Golden Meditech must not:
- take any step in reliance on a share charge agreement (the ''BVI Share Charge'') said to be between Blue Ocean HK and GM BVI dated 30 March 2018 relating to the shares legally and beneficially owned by Blue Ocean HK in Blue Ocean BVI. Specifically, Golden Meditech must not attempt to have itself, its servants or agents registered as a shareholder of Blue Ocean BVI; pursue the removal of Xu Ping as a Director (or any other Director) of Blue Ocean BVI in reliance on a document attached to the BVI Share Charge; and seek to exercise any of the rights contained within the BVI Share Charge;
- take any step in reliance on a share charge agreement (the ''Cayman Share Charge'') said to be between Blue Ocean BVI and GM BVI dated 30 March 2018 relating to the shares legally and beneficially owned by Blue Ocean BVI in Global Cord Blood (registered in the Cayman Islands). Specifically, Golden Meditech must not attempt to have itself, its servants or agents registered as a shareholder of Global Cord; pursue the removal of Xu Ping as a Director (or any other Director) of Global Cord in reliance on a document attached to the Cayman Share Charge; and seek to exercise any of the rights contained within the Cayman Share Charge.
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 products.
- 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 and protect shareholder value, including endeavoring to convene an EGM to pass a special resolution to terminate the proposed acquisition, elect a new slate of directors who will be accountable to all shareholders and to amend the Company’s Articles. Blue Ocean urges any shareholders of the Company who share any concerns regarding the proposed acquisition or the Board’s total disregard for shareholders 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/0001467808/000110465922065445/tm2217130d1_sc13da.htm