UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For the
month of February 2010
Commission
File Number: 001-34541
CHINA CORD BLOOD
CORPORATION
(Translation of registrant’s name into English)
48th
Floor, Bank of China Tower
1 Garden
Road
Central
Hong Kong
S.A.R.
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): o
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No
x
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_______________.
Entry
into a Material Definitive Agreement
On February 24, 2010, China Stem Cells
(East) Company Limited (“CSC”), an indirect wholly-owned subsidiary of China
Cord Blood Corporation (the “Company”), entered into a Securities Purchase
Agreement (the “Agreement”) with Glorysun Holdings Group Limited
(“Seller”). Seller is the sole shareholder of Zanbao Company Ltd.
(“Zanbao”), which in turn is the sole shareholder of Jinan Baoman Science &
Technology Dev. Co. Ltd. (“Baoman”). Baoman holds 24% of the equity
interest of Shandong Province Jilu Stem Cell Engineering Co. Ltd. (“Jilu Stem
Cell”). Jilu Stem Cell manages the assets of Shandong Cord Blood Bank
(“Shandong Cord Blood Bank”), which is the owner of the exclusive Cord Blood
Banking License for the Shandong province in China.
Pursuant to the Agreement, CSC will
acquire 83% of the share equity of Zanbao from Seller, resulting in CSC becoming
the indirect beneficial owner of an effective interest of 19.92% of Jilu Stem
Cell for an aggregate purchase price of HK$159,360,000. The purchase
price is payable in two installments, HK$80 million within 10 business days
after entering into the Agreement and HK$79.4 million within 30 days after the
date of the Agreement. In addition, each of Shandong Yinfeng
Investment Group Co. Ltd., the major shareholder of Jilu Stem Cell, and Seller
has guaranteed that the dividend income attributable to CSC in calendar year
2010, based on an effective interest of 19.92% will be not less than
approximately RMB7.07 million (approximately US$1.04 million) and will make up
any shortfall in the actual profit of Jilu Stem Cell and the guaranteed amount.
The dividend will be distributed from Jilu Stem Cell. CSC is also entitled to a
right of first refusal if any shareholders of Jilu Stem Cell decide to dispose
or transfer their equity interest in Jilu Stem Cell in the future.
The Seller makes customary
representations and warranties in the Agreement. The closing of the
transaction is subject to customary closing conditions.
Other
Events
On February 24, 2010, China Cord Blood
Corporation (the “Company”) issued a press release announcing the entry into the
Agreement. A copy of the press release is attached as Exhibit 99.1.
Exhibits
| Exhibit No. | Description | ||
| 99.1 | Press Release, dated February 24, 2010 |
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| CHINA CORD BLOOD CORPORATION | |||
|
|
By:
|
/s/ Albert Chen | |
| Name: | Albert Chen | ||
| Title: | Chief Financial Officer | ||
| Dated: February 24, 2010 | |||
China
Cord Blood Corporation Acquires Stake in
Shandong
Cord Blood Bank
-
Acquisition Represents Strategic Entry into Shandong Province and
Geographic
Expansion for Cord Blood Services -
-
Conference Call is Scheduled at 8:00 am ET / 9:00 pm HKT on February 25, 2010
- -
HONG
KONG, February 24, 2010 -- China Cord Blood Corporation ("CCBC" or "the
Company") (NYSE: CO), China's first and largest cord blood bank operator in
terms of geographic coverage, today announced that as part of its nationwide
expansion strategy, it has entered into an agreement to acquire an effective
19.92% equity interest in Shandong Cord Blood Bank (“SCBB”) for US$20.5 million
(equivalent to HK$159.36 million) in an all-cash transaction. The
Company intends to use its available cash to fund the
acquisition. For the year ended December 31, 2010, CCBC’s equity
interest in SCBB is expected to yield dividend income of US$1.04 million
(approximately to RMB7.07 million).
SCBB
holds the exclusive license to provide cord blood services to eastern China’s
affluent Shandong Province. Upon the completion of the transaction,
CCBC will own an indirect 19.92% interest in SCBB and is entitled to the right
of first refusal on future transfers of SCBB equity interest, allowing it to
expand its position in the future.
In China,
the government enforces a one-license-per-region policy for operating cord blood
banks, and so far it has only granted six licenses nationwide. Of
those six, the Company holds two (to operate in Beijing and Guangdong Province)
and this acquisition grants access to the third. No other company
holds more than one of the remaining licenses.
Ms. Tina
Zheng, Chairperson and CEO, said, “We are very pleased about the SCBB
acquisition, which marks an important milestone in our Company’s development of
a nationwide business. We are also very excited about the prospects
of China’s cord blood storage industry, given its unique business environment
and the size of its addressable market. This strategic expansion will
increase CCBC’s competitive advantage by enlarging the size of our potential
market to three provinces with over 2.1 million new births per annum,
representing growth of 1.1 million new births per annum. This, in
turn, is expected to further drive CCBC’s business growth and reinforce our
dominance in China. We will leverage our in-depth market knowledge,
hospital resources and marketing experience from our Beijing and Guangdong
operations to enhance the Shandong operation.”
1
Ms. Zheng
continued, “Through this acquisition, we will demonstrate to investors our
distinct ability to deliver results. We believe a successful
consolidation will place us in a strategically advantageous position and pave
the way for future corporate developments and strategic alliances within
China.”
Audio
Webcast
The
Company will hold an audio webcast at 8:00 a.m. US ET / 9:00 p.m. HKT on
Thursday, February 25, 2010 to give a brief overview of the Company’s
developments on the acquisition, followed by a question and answer
session.
Interested
parties may access the audio webcast by following the below link:
http://phx.corporate-ir.net/playerlink.zhtml?c=206671&s=wm&e=2764714. A
replay of the webcast will be accessible two hours after the presentation and
will remain available for a year at the same URL link above.
To
participate in the question and answer session, please dial 1-718-354-1231 or
1-866-519-4004 for US callers or +852 2475-0994 for Hong Kong callers,
conference access id: 58763462. Please dial-in 10 minutes before the
question and answer session begins to ensure proper connection.
* * *
About
China Cord Blood Corporation
China
Cord Blood Corporation is the first and the largest cord blood banking operator
in China in terms of geographical coverage and is the only cord blood bank
operator with more than one license (i.e., Beijing and
Guangdong). Under the current PRC government regulations, only one
licensed cord blood bank operator is permitted to operate in each licensed
region and only six licenses has been issued as of today. China
Cord Blood Corporation provides cord blood collection, laboratory testing,
hematopoietic stem cell processing, and stem cell storage services. For more
information about China Cord Blood Corporation, please visit:
http://www.chinacordbloodcorp.com.
2
Forward-looking
Statements
Safe
Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
Certain of the statements made in the press release constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements can be identified by the use of forward-looking
terminology such as "believe," "expect," "may," "will," "should," "project,"
"plan," "seek," "intend," or "anticipate" or the negative thereof or comparable
terminology. Such statements typically involve risks and uncertainties and may
include financial projections or information regarding the progress of new
product development. Actual results could differ materially from the
expectations reflected in such forward-looking statements as a result of a
variety of factors, including the risks associated with the effect of changing
economic conditions in the People's Republic of China, and other risk factors
detailed in reports filed with the Securities and Exchange Commission from time
to time.
For
more information, please contact:
China
Cord Blood Corporation
Ms.
Joe-ling Law
Phone:
+852-3605-8180
Email:
[email protected]
ICR,
Inc.
In the
United States:
Ashley M.
Ammon : Phone: +1-646-277-1227
Christine
Duan : Phone: +1-203-682-8200
In
China:
Wei-Jung
Yang : Phone: +86-10-6599-7968
3