SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Rule
14d-100)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of the
Securities Exchange Act of 1934
CHINA
CORD BLOOD CORPORATION
(Name
of Subject Company (Issuer) and Name of Filing Person (Issuer))
Warrants
to Purchase Ordinary Shares
(Title of
Class of Securities)
KYG211071181
(CUSIP
Number of Shares Underlying Warrants)
Albert
Chen
+852
3605 8180
48th
Floor, Bank of China Tower
1
Garden Road
Central,
Hong Kong S.A.R.
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
with
a copy to:
Mitchell
S. Nussbaum, Esq.
Loeb
& Loeb LLP
345
Park Avenue
New
York, New York 10154
(212)
407-4000
CALCULATION
OF FILING FEE
|
Transaction
valuation
|
Amount
of filing fee
|
|
Not
Applicable
|
Not
Applicable
|
|
¨
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
|
|
Amount
Previously Paid:
|
N/A
|
Filing Party:
|
N/A
|
|
Form
or Registration No.:
|
N/A
|
Date
Filed:
|
N/A
|
|
þ
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
|
¨
|
third-party tender offer subject to Rule
14d-1.
|
|
þ
|
issuer tender offer subject to Rule
13e-4.
|
|
¨
|
going-private transaction subject to Rule
13e-3.
|
|
¨
|
amendment to Schedule 13D under Rule
13d-2.
|
Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
If
applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
|
¨
|
Rule 13e-4(i) (Cross-Border Issuer Tender
Offer).
|
|
¨
|
Rule 14d-1(d) (Cross-Border Third-Party Tender
Offer).
|
Other
Events
On
September 13, 2010, China Cord Blood Corporation (the “Company”) issued a press
release announcing that it intends to conduct a share exchange with all existing
warrant holders, in which the Company will offer to exchange one ordinary share
for every eight warrants. A copy of the press release is attached as
Exhibit 99.1.
Important
Information
This
report and the description contained herein are for informational purposes only
and are not an offer to purchase or a solicitation of an offer to sell
securities of the Company. The exchange offer described herein has not yet been
commenced. At the time the exchange offer is commenced, the Company intends to
file a tender offer statement on a Schedule TO containing an offer to exchange,
a letter of transmittal and other related documents with the Securities and
Exchange Commission (the “SEC”). Such documents will be mailed to warrant
holders of record and will also be made available for distribution to beneficial
owners of warrants of the Company. The solicitation of offers to exchange
warrants for ordinary shares of the Company will only be made pursuant to the
offer to exchange, the letter of transmittal and related documents. Warrant
holders are advised to read the offer to exchange, the letter of transmittal and
all related documents, if and when such documents are filed and become
available, as they will contain important information about the exchange offer
and proposed warrant exchange. Security holders can obtain these documents when
they are filed and become available free of charge from the SEC’s website at
www.sec.gov. In addition, copies of these documents and other filings containing
information about the Company may be obtained, if and when available, without
charge, by directing a request to China Cord Blood Corporation, Attention:
Albert Chen, Chief Financial Officer, at +852 3605 8180, or on the Company’s
corporate website at http://www.chinacordbloodcorp.com.
Exhibits
|
Exhibit
Number
|
Description
|
|
|
99.1
|
|
Press
Release, dated September 13,
2010
|
1
China
Cord Blood Corporation to Launch Warrant Exchange Offer
Reduces
Potential Dilutive Effect of 13.2 Million Warrants
HONG KONG, China, September 13, 2010
- - China Cord Blood Corporation (“CCBC” or “the Company”) (NYSE: CO),
China’s leading provider of cord blood collection, laboratory testing,
hematopoietic stem cell processing, and stem cell storage services, today
announced its intention to conduct a share exchange with all existing warrant
holders, in which the Company will offer to exchange one ordinary share for
every eight warrants.
Ms. Ting
Zheng, Chairperson and CEO of China Cord Blood Corporation commented, “The
proposed exchange offer will streamline and simplify our shareholding structure
as well as corporate structure.”
China
Cord Blood Corporation had approximately 13,202,731 warrants and 67,039,796
ordinary shares issued and outstanding as of September 10, 2010. The
proposed exchange offer should significantly reduce the potential dilutive
effect, while also removing the significant equity overhang associated with the
warrants. Details of the exchange offer are expected to be available
shortly.
Ms. Ting
Zheng further commented, “We strive to be a responsible public
company. As we focus on delivering solid operational and financial
performance, we will not overlook the interests of our
shareholders. The proposed exchange offer is a balanced approach to
ensure that the interests of our Company, our shareholders and warrant holders
are all aligned.”
About
China Cord Blood Corporation
China
Cord Blood Corporation is the first and largest cord blood banking operator in
China in terms of geographical coverage and is the only cord blood bank operator
with multiple licenses. 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 have 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, please visit our website at http://www.chinacordbloodcorp.com.
Important
Information
This
press release and the description contained herein are for informational
purposes only and are not an offer to purchase or a solicitation of an offer to
sell securities of the Company. The exchange offer described herein has not yet
been commenced. At the time the exchange offer is commenced, the Company intends
to file a tender offer statement on a Schedule TO containing an offer to
exchange, a letter of transmittal and other related documents with the
Securities and Exchange Commission (the “SEC”). Such documents will be mailed to
warrant holders of record and will also be made available for distribution to
beneficial owners of warrants of the Company. The solicitation of offers to
exchange warrants for ordinary shares of the Company will only be made pursuant
to the offer to exchange, the letter of transmittal and related documents.
Warrant holders are advised to read the offer to exchange, the letter of
transmittal and all related documents, if and when such documents are filed and
become available, as they will contain important information about the exchange
offer and proposed warrant exchange. Security holders can obtain these documents
when they are filed and become available free of charge from the SEC’s website
at www.sec.gov. In addition, copies of these documents and other filings
containing information about the Company may be obtained, if and when available,
without charge, by directing a request to China Cord Blood Corporation,
Attention: Albert Chen, Chief Financial Officer, at +852 3605 8180, or on the
Company’s corporate website at http://www.chinacordbloodcorp.com.
Safe
Harbor Statement
This
press release contains forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include
statements concerning plans, objectives, goals, strategies, future events,
performance and results of operations, and underlying assumptions and other
statements that are other than statements of historical facts. These statements
are subject to uncertainties and risks including, but not limited to, product
and service demand and acceptance, changes in technology, economic conditions,
the impact of competition and pricing, government regulation, and other risks
contained in statements filed from time to time with the Securities and Exchange
Commission. All such forward-looking statements, whether written or oral, and
whether made by or on behalf of the Company, are expressly qualified by the
cautionary statements and any other cautionary statements which may accompany
the forward-looking statements. In addition, the Company disclaims any
obligation to update any forward-looking statements to reflect events or
circumstances after the date hereof.
For
more information, please contact:
China
Cord Blood Corporation
Ms.
Joeling Law
Tel:
(+852) 3605-8180
Email:
[email protected]
ICR,
LLC
In New
York: Ashley M. Ammon or Christine Duan: 1-646-277-1227
In
Beijing: Wen Lei Zheng: +86-10-6599-7968