Global Cord Blood Corporation

On April 29, 2022, Global Cord announced that it had entered into a Material Definitive Agreement to acquire biotechnology company, Cellenkos Inc. (“Cellenkos”) for over $1 billion, including $664 million in cash and 114 million Global Cord shares. The Company stated that it planned to issue approximately 125 million new shares, valued at $11 per share, and pay $664 million in cash as total consideration, thereby diluting Company shareholders by half and depleting its sizable cash balance.

On this news, Global Cord’s stock price fell $0.98, or 28.6%, to close at $2.45 per share on May 2, 2022, thereby injuring investors.

Then, on May 3, 2022, Blue Ocean Structure Investment Company Limited (“Blue Ocean”) filed a petition opposing the transaction, stating 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, or 9.1%, to close at $2.20 per share on May 5, 2022, thereby injuring investors further.

Then, on September 22, 2022, the Grand Court of the Cayman Islands suspended the powers of Global Cord’s Directors and appointed Joint Provisional Liquidators (“JPLs”) over the Company after evidence was presented showing that the Cellenkos Transaction was actually part of a cover-up aimed at “filling a gap” in Global Cord’s balance sheet. Additionally, the NYSE halted trading in Global Cord’s ordinary shares, effective September 23, 2022.

On June 23, 2023, Global Cord was removed from the NYSE by the SEC.

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors that: (1) 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; (2) 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; (3) Defendants 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 (4) as a result, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis at all relevant times.