NEW YORK, April 25, 2024 (GLOBE NEWSWIRE) -- Bragar Eagel & Squire, P.C., a nationally recognized stockholder rights law firm, announces that a class action lawsuit has been filed against Global Cord Blood Corporation (“Global Cord” or the “Company”) (OTC: CORBF) in the United States District Court for the Southern District of New York on behalf of all persons and entities who purchased or otherwise acquired Global Cord securities between June 4, 2019 and May 3, 2022, both dates inclusive (the “Class Period”). Investors have until June 21, 2024 to apply to the Court to be appointed as lead plaintiff in the lawsuit.
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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"). 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. Defendants Kam, Ting Zheng ("Zheng"), and Bing Chuen (Albert) Chen ("Chen") also have significant additional business and/or personal ties to each other and to Global Cord and Golden Meditech, as further alleged in the Complaint.
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"). 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.
According to the filed complaint, 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."
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.
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.
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 April 22, 2024, are trading at $1.35 per share.
The complaint further alleges that 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 and related parties 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 and related parties; (iii) Defendants had fundamentally misrepresented to investors Global Cord's approach to capital allocation, strategic investments, acquisitions, and related party transactions as a result of the misappropriation by Defendant Kam and his entities of hundreds of millions of dollars from the Company; and (iv) as a result, the Company's public statements were materially false and misleading at all relevant times.
If you purchased or otherwise acquired Global Cord shares and suffered a loss, are a long-term stockholder, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Marion Passmore by email at investigations@bespc.com, telephone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation to you.
About Bragar Eagel & Squire, P.C.:
Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York, California, and South Carolina. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.
Contact Information:
Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Marion Passmore, Esq.
(212) 355-4648
investigations@bespc.com
www.bespc.com
