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Blue Ocean Urges Shareholders of Global Cord Blood Corporation to Join Forces to Terminate its Proposed Acquisition of Cellenkos Inc
hanguyen0409 9-05-2022, 21:34

NEW YORK, May 9, 2022 /PRNewswire/ -- Blue Ocean Structure Investment Company Ltd., together with its affiliates ("Blue Ocean"), is a significant shareholder of Global Cord Blood Corporation (the "Company") (NYSE: CO), owning over 79.5 million shares* of the Company, equivalent to approximately 65%* of the Company's total number of shares.  Blue Ocean strongly and unreservedly opposes the Company's intended acquisition of Cellenkos Inc, ("Cellenkos") (the "Proposed Acquisition") stated in an announcement (the "Announcement") published by the Company on 29 April 2022.

As a major shareholder of the Company, Blue Ocean firmly believes the Proposed Acquisition is not in the best interests of the Company and is highly likely to expose the Company to new and meaningful risks without sufficient potential benefits, due to the following reasons:

The Proposed Acquisition represents a substantial deviation from the Company's primary business model, for which the Board of the Company has been unable to provide reasonable grounds and justification for doing so. No prior Company plans alerted investors that it would drastically reshape the Company's business lines. The Company did not consult with its key shareholders or stakeholders prior to the Announcement. Cellenkos's business track record and prospects of sustainable income is highly questionable. In addition, the Board of the Company is unable to explain and justify the abnormally high intended purchase price for the Proposed Acquisition. Cellenkos is owned and controlled by members who are closely connected to the Board of the Company. This creates clear conflicts of interest that, Blue Ocean believes, caused the Board to ignore or minimize factors that make the Proposed Acquisition highly speculative and unacceptably risky. Upon the completion of the Proposed Acquisition, a substantial dilution of the total shares of the Company, approximately 50%, will occur to all existing shareholders of the Company, as the consideration of the Proposed Acquisition involves both cash and a substantial equity stake in the Company.

Blue Ocean has demanded open discussions and requested the Company to convene an Extraordinary General Meeting ("EGM") to allow all shareholders to share their views and vote for the Proposed Acquisition.  The Company has refused these requests. Despite Blue Ocean being the largest shareholder of the Company with over an interest in excess of 65% of the issued shares, unfortunately convening an EGM requires shareholders together holding 75% or more of total issued shares to call the EGM.

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/0001467808/000110465922057288/0001104659-22-057288-index.htm

*as of 6 May 2022 after market closed

For any inquiries, please contact:

FTI Consulting

Ventimiglia, Matthew (US)

matthew.ventimiglia@fticonsulting.com

+12128505624

Rita Fong (Hong Hong)

Rita.fong@fticonsulting.com

+85237684548

Rachel Hsueh (China)

rachel.hsueh@fticonsulting.com

+862123151065

 

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Source: Blue Ocean Structure Investment Company Ltd.
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