SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________
SCHEDULE
TO
(Amendment
No. 2)
_____________
(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*
$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:
|
þ
|
SCHEDULE
TO
This
Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”)
amends and supplements the Tender Offer Statement on Schedule TO originally
filed by China Cord Blood Corporation, a Cayman Islands company (the “Company”)
with the Securities and Exchange Commission (the “Commission”) on November 10,
2010 (the “Original Schedule TO”), as amended by Amendment No. 1 to the Schedule
TO filed with the Commission on November 19, 2010 (“Amendment No. 1” and
together with the Original Schedule TO and this Amendment, the “Schedule
TO”). 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 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 filed as Exhibit (a)(1)(A) to the Original Schedule TO, and in the
related Letter of Transmittal, a copy of which was filed as Exhibit (a)(1)(B) to
the Original Schedule TO (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.
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. You should
read this Amendment together with the Schedule TO.
This
Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(4)
under the Exchange Act.
|
Item
1.
|
Summary
Term Sheet.
|
Item 1 of
the Schedule TO is hereby amended and supplemented by adding the following
language:
The Offer
expired at 5:00p.m., United States Eastern Time on the evening of Friday,
December 10, 2010. Based on information provided by Continental Stock
Transfer & Trust Company, pursuant to the terms of the Offer, 13,020,236
Warrants were tendered in exchange for approximately 1,627,518
Shares. The Company has accepted for exchange all of the Warrants
validly tendered and not withdrawn. On December 13, 2010, the Company
issued a press release announcing the final results of the Offer. A
copy of this press release is filed as Exhibit (a)(5)(F) to this Amendment No. 2
and is incorporated herein by reference.
|
Item
4.
|
Terms
of the Transaction.
|
(a) Material
Terms.
Item 4(a)
of the Schedule TO is hereby amended and supplemented by adding the language set
forth above under Item 1. Such language is incorporated herein by
reference.
Item
12. Exhibits.
Item 12
of the Schedule TO is hereby by amended and supplemented by adding the following
exhibit.
|
Exhibit
Number
|
Description
|
|
(a)(5)(F)
|
Press
Release, dated December 13, 2010.
|
1
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:
December 13, 2010
2
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Description
|
|
(a)(5)(F)
|
Press
Release, dated December 13, 2010.
|
3
China
Cord Blood Corporation Announces Completion of Warrant Exchange
Successfully
Removes 13.0 Million Warrants from Capital Structure
HONG KONG, China, December 13, -
China Cord Blood Corporation (NYSE: CO) (“CCBC” or “the Company”), the
first and largest cord blood banking operator in China, today announced the
completion of its previously announced warrant exchange offer, which allowed
warrant holders to receive one ordinary share for every eight warrants
outstanding. The Company issued 1,627,518 ordinary shares, equivalent
to 2.2% of shares outstanding as of December 10, 2010, in exchange for
13,020,236 warrants. Investors participating in the warrant exchange
offer are subject to a 45-day lock up period with regard to ordinary shares
acquired in the exchange offer.
Ms. Ting
Zheng, Chairperson and CEO of China Cord Blood Corporation commented, “We
believe shareholders will appreciate our simplified capital
structure. With no further dilution, shareholders will fully enjoy
the benefits of our operational accomplishments and robust growth, even on a per
share basis. With all the stakeholders’ interests now fully aligned,
we will continue to expand our dominance within the China market, as well as the
Asia Pacific region, to better capitalize on emerging
opportunities.”
Immediately
after giving effect to the warrant exchange, China Cord Blood Corporation will
have 75,406,868 ordinary shares issued and outstanding, and any remaining
warrants outstanding that are not exercised will expire at 5:00 p.m. U.S.
Eastern Time on the date of this press release.
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 banking
operator with multiple licenses. Under the current PRC government
regulations, only one licensed cord blood banking operator is permitted to
operate in each licensed region and only seven licenses have been authorized 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
Additional 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.
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: 1-646-277-1227
In
Beijing: Wen Lei Zheng: +86-10-6583-7510