|
|
|
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Amendment No.
1)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of the
Securities Exchange Act of 1934
(Name
of Subject Company (Issuer) and Name of Filing Person (Issuer))
Warrants
to Purchase Ordinary Shares
(Title of
Class of Securities)
KYG211071181
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*
$4,622,180.85
|
Amount
of filing fee
$329.56
(1)
|
|
*
|
Estimated
for purposes of calculating the amount of the filing fee only. China Cord
Blood Corporation (the “Company”) is offering holders of 13,206,231 of the
Company’s warrants (the “Warrants”), which consist of (i) 11,289,663
warrants initially issued in the initial public offering of the Company’s
predecessor, Pantheon China Acquisition Corp. (“Pantheon”) and (ii)
1,916,568 warrants initially issued to certain of Pantheon’s founding
shareholders in a private placement that closed simultaneously with its
initial public offering, the opportunity to exchange such Warrants for the
Company’s shares, par value $0.0001 per share (“Shares”) by tendering
eight (8) Warrants in exchange for one (1) Share. The amount of
the filing fee assumes that all outstanding Warrants will be exchanged and
is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of
1934, as amended, which equals $71.30 for each $1,000,000 of the value of
the transaction. The transaction value was determined by using
the average of the high and low prices of publicly traded Warrants on
November 9, 2010, which was
$0.35.
|
|
(1)
|
Previously
paid.
|
|
¨
|
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
|
|
¨
|
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: ¨
SCHEDULE
TO
This
Amendment No. 1 to the Tender Offer Statement on Schedule TO (this “Amendment”)
amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule
TO”) originally filed with the Securities and Exchange Commission (the
“Commission”) on November 10, 2010, by China Cord Blood Corporation, a Cayman
Islands company (the “Company”). The Schedule TO relates to the offer by
the Company to all holders of the Company’s outstanding warrants (the
“Warrants”) to purchase an aggregate of 13,206,231 ordinary shares of the
Company, par value $0.0001 per share (the “Shares”), to receive one (1) Share in
exchange for every eight (8) of our Warrants tendered by the holders thereof.
The ratio was selected by the Company to provide the holders of the Warrants
with an incentive to exchange the Warrants. The offer is subject to the terms
and conditions set forth in the Offer Letter, dated November 10, 2010 (the
“Offer Letter”), a copy of which was attached to the Schedule TO as Exhibit
(a)(1)(A), and in the related Letter of Transmittal, a copy of which was
attached to the Schedule TO as Exhibit (a)(1)(B) (which, together with any
amendments or supplements thereto, collectively constitute the “Offer”). The
Warrants consist of publicly traded warrants to purchase an aggregate of
11,289,663 Shares that were issued in the initial public offering of the
Company’s predecessor Pantheon China Acquisition Corp. (“Pantheon”) and warrants
to purchase an aggregate of 1,916,568 Shares that were issued in a private
placement that closed simultaneously with the initial public offering.
Unless otherwise indicated herein, capitalized terms used herein have the
same meanings given to them in the Offer Letter.
Except as
provided herein, this Amendment does not alter the terms and conditions
previously set forth in the Schedule TO, and should be read in conjunction with
the Schedule TO, including all exhibits filed therewith.
1
|
Item
10.
|
Financial
Statements.
|
(a)
Financial Information.
Incorporated
herein by reference are (i) the Company’s financial statements that were filed
with its Annual Report on Form 20-F filed with the Securities and Exchange
Commission on July 16, 2010, as amended by Amendment No. 1 to the Company’s
Annual Report on Form 20-F/A filed with the Securities and Exchange Commission
on October 20, 2010, (ii) the Company’s financial results for the first quarter
ended June 30, 2010, that were included in the Company’s Form 6-K filed with the
Securities and Exchange Commission on September 10, 2010 and (iii)
the information under the heading “Ratio of Earnings to Fixed Charges” in the
Company’s Registration Statement on Form F-3 (File No.
333-168873). In addition, the information set forth in the
Offer Letter under “The Offer, Section 9. Financial Information Regarding the
Company” is incorporated herein by reference.
(b)
Pro Forma Information.
Not
applicable.
2
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
|
CHINA
CORD BLOOD CORPORATION
|
|
|
By:
|
/s/
Albert Chen
|
|
Name:
Albert Chen
|
|
|
Title:
Chief Financial Officer
|
|
Date:
November 19, 2010
3