Blue Ocean Announces Virgin Islands Court Grants Injunction Order Prohibiting Golden Meditech from Taking Any Steps on a Purported Share Charge from Blue Ocean or Pursuing the Removal of Blue Ocean’s Representative as a Director of Global Cord Blood
May 27 2022 - 10:55AM
Business Wire
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
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FTI Consulting Brad Newman
(US) brad.newman@fticonsulting.com +12128505736
Rita Fong (Hong Kong) rita.fong@fticonsulting.com
+85237684548
Rachel Hsueh (China) rachel.hsueh@fticonsulting.com
+862123151065
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