NEW YORK, June 15, 2024 /PRNewswire/ — Pomerantz LLP announces that a class action lawsuit has been filed against Global Cord Blood Corporation (“Global Cord” or the “Company”) (OTC: CORBF) and certain officers. The class action, filed in the United States District Court for the Southern District of New York, and docketed under 24-cv-03071, is on behalf of a class consisting of all persons and entities other than Defendants that purchased or otherwise acquired Global Cord securities between June 4, 2019 and May 3, 2022, both dates inclusive (the “Class Period”), seeking to recover damages caused by Defendants’ violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, against the Company and certain of its top officials.
If you are a shareholder who purchased or otherwise acquired Global Cord securities during the Class Period, you have until June 21, 2024 to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Danielle Peyton at [email protected] or 646-581-9980 (or 888.4-POMLAW), toll-free, Ext. 7980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased.
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Global Cord, together with its subsidiaries, provides umbilical cord blood storage and ancillary services in the in the Beijing Municipality, Guangdong Province, and Zhejiang Province of the People’s Republic of China (“PRC”). Originally known as “China Cord Blood Corporation,” Global Cord became a public company in May 2007 and began trading on the New York Stock Exchange (“NYSE”) in November 2009. The Company has received but rejected multiple “going private” offers, or transactions in which a public company is converted into private ownership.
From the Company’s inception until January 2018, Global Cord’s largest shareholder was Golden Meditech Holdings Limited (“Golden Meditech” or “GMHL”), a medical device and hospital management company incorporated in the Cayman Islands and based in the PRC. Founded in 2001 by Defendant Yuen Kam (“Kam”), Golden Meditech was publicly listed on the Hong Kong Stock Exchange until October 2020, when it was taken private by Kam.
Golden Meditech’s previous financial interest in Global Cord is just one of the significant connections that have existed between the two companies during the relevant time. Global Cord and Golden Meditech also maintained the same registered address in Hong Kong, even occupying the same building floor. Furthermore, Defendant Kam previously served as Global Cord’s Chairperson until January 31, 2018. Global Cord’s next Chairperson and Chief Executive Officer, Defendant Ting Zheng (“Zheng”), served as a non-executive member of Golden Meditech’s Board of Directors from August 2012 to May 2019. Global Cord’s Chief Financial Officer (“CFO”), Defendant Bing Chuen Chen (“Chen”), served (officially) as Golden Meditech’s Corporate Finance Vice President from March 2005 until an unknown date after 2017. After that time, Defendant Chen continued to be secretly involved in managing Golden Meditech while he was serving as Global Cord’s CFO. Similarly, Kam continued to exert control over Global Cord after he was no longer formally associated with the Company. After the Transaction (descried below) was announced, Chen held Kam out as a representative of Global Cord for a private meeting with the Company’s largest shareholder. Even further highlighting the connections between Golden Meditech and Global Cord, Defendants Zheng and Kam are in a personal relationship and have two children.
In September 2016, Golden Meditech, in combination with The University of Texas at MD Anderson Cancer Center, announced the founding of Cellenkos Inc. (“Cellenkos”), a biotechnology company based in Houston that focuses on umbilical cord blood-derived T-regulatory cellular therapies.
On April 29, 2022, after the market closed, in a Form 6-K filed with the SEC, Global Cord announced that it had entered into a Material Definitive Agreement to acquire Cellenkos for over $1 billion, including $664 million in cash and 114 million Global Cord shares—roughly the same number of the Company’s shares that were already outstanding (the “Transaction”). In a press release appended as an exhibit to the Form 6-K, the Company provided that it would acquire 100% of Cellenkos and the rights to develop and commercialize all of its existing and future products worldwide except those related to a certain existing collaboration. Further, the Company stated that, at the close of the Transaction, it planned to issue approximately 125 million new shares, valued at US$11 per share, and pay $664 million in cash as total consideration. The Transaction thus stood to dilute the Company’s shareholders by half and deplete its sizable cash balance.
On this news, Global Cord’s stock price fell $0.98 per share, or 28.57%, from $3.43 at the close of trading on April 29, 2022, to close at $2.45 per share on May 2, 2022.
The Transaction was rushed to completion in under three days from when Global Cord’s Board was first notified of it, without the shareholder approval that would be expected—and was required—for such a momentous transaction. Further, it grossly overvalued Cellenkos, such as by assuming that all of its treatments would receive regulatory approval.
Global Cord’s Directors approved the Transaction to benefit themselves and other Company insiders and related parties. The court in the Cayman Islands has criticized the role of Global Cord’s Directors and management in the Transaction, stating (among other observations) that “it is impossible at this stage to discern any easily comprehensible commercial rationale for the Company, especially being a listed company, consummating and implementing an arrangement which was so financially and strategically significant with such a breath-taking combination of speed and stealth, particularly in circumstances where the Company was (as at April 29, 2022) under ‘minority’ rather than majority shareholder control.”
One of Cellenkos’s primary products is CK0802, an allogenic cell therapy product that is presently in a randomized, double blinded placebo controlled, multi-center trial for the treatment of COVID-19 induced acute respiratory distress syndrome . In October 2021, pursuant to a license agreement (the “License Agreement”), Cellenkos assigned the license of CK0802 to Defendant Golden Meditech Precision Medicine Limited (“GMPM”), a subsidiary of Golden Meditech. Thereafter, on October 25, 2022—in preparation for the Transaction at issue here—GMPM assigned its interest in the License Agreement to Defendant GM Precision Medicine (BVI) Limited (“GMPM BVI”), a 100% wholly owned subsidiary of GMPM.
Under the Framework Agreement for the Transaction, GM Precision Medicine (BVI) Limited was to “provide a written notice (the ‘Allocation Notice’) to Buyer [i.e., Global Cord] at least five (5) Business Days prior to the Closing, setting out the identity of each Person (which shall be GMPM or any of GMPM’s shareholders or Affiliates as designated by BVI Company [i.e., GMPM BVI]) to receive all or a portion of the Consideration and the amount of Cash Consideration and/or Closing Share Consideration to be received by such Person.”
The Consideration under the Framework Agreement was $800,000,000, “of which US$664,000,000 shall be payable in cash (the ‘Cash Consideration’), and the remainder shall be payable in form of 12,363,636 ordinary shares of Buyer [i.e., Global Cord], par value US$0.0001 per share (the ‘Closing Share Consideration’).”
On May 3, 2022, Blue Ocean Structure Investment Company Limited, a wholly owned subsidiary of Nanjing Yingpeng, filed a Petition (the “Petition”) in the Grand Court of the Cayman Islands, Financial Services Division, opposing the Transaction. Specifically, the Petition asserted that Cellenkos had no discernible long-term value, that the Transaction purchase price was unjustifiable, that the Transaction would result in a massive dilution of Global Cord shareholders, that the close relationship between Global Cord and Cellenkos constituted a conflict of interest, and that the Transaction was approved without sufficient shareholder knowledge.
On this news, Global Cord’s stock price fell $0.22 per share, or 9.09%, to close at $2.20 per share on May 5, 2022.
On September 22, 2022, as a result of the actions described above and other misconduct by the Individual Defendants related to the Transaction, the Grand Court of the Cayman Islands suspended the powers of Global Cord’s Directors and appointed Joint Provisional Liquidators over the Company. As Global Cord announced on September 26, 2022:
The Joint Provisional Liquidators are authorized and empowered by the Grand Court to take such steps as they consider necessary or expedient to protect the Company’s assets. The powers of the Joint Provisional Liquidators include, among other things, the power to defend any actions or legal proceedings on behalf of the Company, to investigate and conduct the affairs of the Company, to engage staff and advisors to assist them in the performance of their functions, to take possession of and collect the Company’s property and to execute all agreements and documents on behalf of the Company.
Following the appointment of the Joint Provisional Liquidators, the NYSE halted trading in Global Cord’s ordinary shares, effective September 23, 2022.
Evidence that was presented to the Cayman Islands court, and that was investigated further and corroborated by the Joint Provisional Liquidators appointed by the Cayman court, shows that the Cellenkos Transaction was actually part of a cover-up aimed at “filling a gap” in Global Cord’s balance sheet. It turns out that from September 2015 to May 2022, Global Cord made secret, undisclosed payments of approximately $606 million to entities related to Golden Meditech and controlled by Defendant Kam.
Kam and the Golden Meditech Defendants misappropriated even more of Global Cord’s funds. The Joint Provisional Liquidators have been able to identify only approximately US$427,000 and HK$135,000 in Global Cord’s bank accounts, as compared to the over $1 billion in cash that the Company reported before the Transaction was announced.
The Joint Provisional Liquidators and the court in the Cayman Islands have also been highly critical of the extensive efforts of the Individual Defendants to obstruct their work.
On June 22, 2023, the Securities and Exchange Commission filed a Form 25 Notification of Removal from Listing and/or Registration Under Section 12(b) of the Securities Exchange Act of 1934, stating: “Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange.” The Company’s shares continue to trade in the United States on the over-the-counter market and, as of [INSERT], are trading at [INSERT] per share.
Throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and prospects. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Global Cord employed a capital allocation strategy designed to reserve funds for Company insiders rather than for the benefit of Company shareholders; (ii) Global Cord’s decisions to reject multiple going private offers and enter into the Transaction were nothing more than self-serving and conflicted attempts by Defendants to divert company funds to corporate insiders; (iii) Defendants had fundamentally misrepresented to investors Global Cord’s approach to capital allocation, strategic investments, acquisitions, and related party transactions; and (iv) as a result, the Company’s public statements were materially false and misleading at all relevant times.
As a result of Defendants’ wrongful acts and omissions, and the precipitous decline in the market value of the Company’s securities, Plaintiff and other Class members have suffered significant losses and damages.
Pomerantz LLP, with offices in New York, Chicago, Los Angeles, London, Paris, and Tel Aviv, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, Pomerantz pioneered the field of securities class actions. Today, more than 85 years later, Pomerantz continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered billions of dollars in damages awards on behalf of class members. See www.pomlaw.com.
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CONTACT:
Danielle Peyton
Pomerantz LLP
[email protected]
646-581-9980 ext. 7980
SOURCE Pomerantz LLP
