Shareholders Led by Blue Ocean Call Extraordinary General Meeting of Global Cord Blood Corporation Shareholders to Terminate its Proposed Acquisition of Cellenkos, Inc. and Elect New Board

Rhea-AI Summary

Blue Ocean Structure Investment Company announced that over 75% of Global Cord Blood Corporation shareholders have called for an Extraordinary General Meeting (EGM) on June 16, 2022, at DLA Piper LLP, New York. The EGM will focus on proposals including the removal of current directors, the election of new directors, and halting the planned acquisition of Cellenkos, Inc. Blue Ocean argues that the transaction is detrimental to shareholder value, citing no long-term value from Cellenkos, a significant purchase price discrepancy, and potential shareholder dilution exceeding 50%.

Positive

• Shareholder engagement is high with over 75% calling for an EGM.
• Proposed changes may lead to new governance direction.

Negative

• Transaction with Cellenkos poses a dilution risk over 50% for existing shareholders.
• Disregard for shareholder perspectives, as the Board did not consult key stakeholders prior to the transaction announcement.
• Proposed valuation of Cellenkos shares ($329.70) significantly exceeds a fair value estimate ($28.67), raising concerns.

NEW YORK--(BUSINESS WIRE)-- Blue Ocean Structure Investment Company Ltd.,(“Blue Ocean”) announced today that shareholders representing no less than 75% of the outstanding shares of Global Cord Blood Corporation (the “Company” or “Global Cord”) (NYSE: CO), have called an Extraordinary General Meeting of Shareholders (“EGM”) as allowed by the Company’s Articles. The EGM will be held at DLA Piper LLP (US), 1251 Avenue of the Americas, New York, NY 10020-1104, United States of America, on 16 June, 2022 at 9:00 a.m. Eastern Time. Eligible shareholders may join the EGM in person to vote their shares or they may vote through their brokers following instructions of their brokers.

Please refer to Blue Ocean’s 13D filing at [https://www.sec.gov/Archives/edgar/data/1729271/000110465922067866/0001104659-22-067866-index.htm] for the notice of EGM and the related proxy statement (the “Solicitation Materials”) comprising Exhibit A thereof.

The purpose of the EGM is to pass resolutions in support of each of the proposals listed in the Solicitation Materials, including proposals relating to:

1. The removal of the following directors from office of the Company with immediate effect: Ting Zheng, Albert Chen, Mark D. Chen, Jack Chow, Dr. Ken Lu, Jennifer J. Weng and Jacky Cheng;
2. the election of the following five nominees as directors of the Company with immediate effect: Lingyun Zhai, Guojun Liu, Yang Wang, Shi’an Liu and Michael S. Weiss;
3. the Company refraining from the proposed acquisition (“Transaction”) of Cellenkos, Inc. (“Cellenkos”), as described in a Form 6-K filed by the Company on 29 April 2022; and
4. amendments to the Company’s Articles of Association to eliminate the staggered board of directors and to provide shareholder protective provisions.

Blue Ocean encourages all eligible shareholders to exercise their voting rights and to vote the BLUE proxy card they will be receiving in connection with the EGM or through their brokers. Holders of record of ordinary shares of the Company at the close of business on 18 May, 2022 Eastern Time as the record date (the “Record Date”) are entitled to notice of, and to vote at, the EGM or any adjournment thereof. If you are eligible but didn’t not receive the notice of the EGM, which contains the detailed proposals to be presented at the EGM, the proxy statement and a proxy card related to the EGM, please reach out to your broker or us as soon as possible.

To safeguard the best interests of all shareholders of the Company, Blue Ocean is taking all possible steps to prevent the Transaction. For more information, we refer your attention to our 13D filing dated 9 May, 2022 related to our ongoing Petition to Wind Up pending with the Grand Court of the Cayman Islands (the “Petition”) as well as our following 13D filing dated 13 May, 2022 related to a preliminary injunction granted by the same court against the Company to temporarily restrain the completion of the Transaction.

Blue Ocean urges all shareholders of the Company who share any concerns regarding the Transaction to vote the BLUE proxy card they will be receiving or through their brokers FOR each of the resolutions above.

Blue Ocean firmly believes the Transaction is destructive to the value of the Company and that the Board has shown a complete and total disregard for its shareholders. Consider the following:

1. No discernible long-term value at Cellenkos – no commercially marketable products.
2. 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 valuation obtained by the Company that purported to value Cellenkos' shares at US$329.70 per share.
3. Massive dilution for Global Cord shareholders – existing shareholders will be diluted by over 50% as the Transaction involves both cash and a substantial equity stake in the Company.
4. Conflicted governance in the Transaction process – Cellenkos management is closely tied to the Company’s Board, representing a significant conflict of interest.
5. Total disregard for shareholder perspectives – the Company failed to consult with its key stakeholders prior to the announcement and has refused to run an EGM to vote on the Transaction.

Shareholders who have any questions or need assistance submitting a proxy to have their shares voted at the EGM, please contact Morrow Sodali LLC, our proxy solicitor assisting us in connection with the EGM, toll-free in North America at (800) 662-5200 or at + 1 203 658-9400 or by email to CO-info@info.morrowsodali.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220603005262/en/

For any inquiries:

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

Source: Blue Ocean Structure Investment Company Ltd.

FAQ

What is the main purpose of the Extraordinary General Meeting for Global Cord Blood Corporation?

The EGM is convened to discuss the removal of certain directors, elect new directors, refrain from the acquisition of Cellenkos, and amend the Articles of Association.

What are the implications of the proposed acquisition of Cellenkos for Global Cord shareholders?

Blue Ocean argues that the acquisition may dilute existing shareholders' stakes by over 50%, while also indicating no long-term value from Cellenkos.

When and where will the EGM for Global Cord Blood Corporation take place?

The EGM will be held on June 16, 2022, at 9:00 a.m. ET at DLA Piper LLP, 1251 Avenue of the Americas, New York, NY.

What concerns does Blue Ocean raise about the management of Global Cord Blood Corporation?

Blue Ocean highlights issues of conflicted governance and the Board's complete disregard for shareholder concerns.