China Cord Blood (CO) Enters Cord Blood Storage Partnership w/ Cordlife Group; Will Sell 10% Stake in Co.
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China Cord Blood Corporation (NYSE: CO) and Cordlife Group Limited are fostering a close strategic partnership to offer umbilical cord blood storage services for expectant parents across Asia. This initiative involves Cordlife acquiring a 10% minority stake of CCBC and CCBC taking 100% effective equity ownership in Guangzhou Municipality Tianhe Nuoya Bio-engineering Co. Ltd. ("Nuoya"), the Company's operating arm in Guangdong province (collectively the "Transactions"). The Transactions will further strengthen the strategic alliance between CCBC and Cordlife, enabling the parties to reap the opportunities across China and Asia.
Prior to the Transactions, Nuoya is wholly owned by China Stem Cells (South) Company Limited ("CSCS") and CSCS is 90% owned by CCBC and 10% by Cordlife. Pursuant to the Transactions, CSCS will repurchase its 10% equity interest from Cordlife for a cash consideration of approximately US$16.8 million. In exchange, Cordlife will acquire 7,314,015 CCBC shares for a cash consideration of approximately US$20.8 million, which will be satisfied by the Company through sale of such shares from treasury. The Transactions are valuing both CCBC and CSCS based on 10x earnings on fiscal year ended March 31, 2012. CCBC's total outstanding shares upon completion of these Transactions will be 73,140,147, with no dilution impact for existing shareholders. In addition, the board of directors of CCBC will appoint Mr. Jeremy Yee, Chief Executive Officer of Cordlife, to be a CCBC board member, and will step down as a director of CSCS, effective upon completion of the Transactions. The closing of the Transactions are conditional on each other and certain customary closing conditions, including receipt of approval by the shareholders of Cordlife and CCBC's private equity investor (KKR China Healthcare Investment Limited) in respect of the Transactions. The Company engaged Roth Capital Partners to provide, and Roth Capital Partners has delivered, an opinion to the Company's Board of Directors as to the fairness of the respective Transactions, from a financial point of view, to CCBC and CSCS.
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Prior to the Transactions, Nuoya is wholly owned by China Stem Cells (South) Company Limited ("CSCS") and CSCS is 90% owned by CCBC and 10% by Cordlife. Pursuant to the Transactions, CSCS will repurchase its 10% equity interest from Cordlife for a cash consideration of approximately US$16.8 million. In exchange, Cordlife will acquire 7,314,015 CCBC shares for a cash consideration of approximately US$20.8 million, which will be satisfied by the Company through sale of such shares from treasury. The Transactions are valuing both CCBC and CSCS based on 10x earnings on fiscal year ended March 31, 2012. CCBC's total outstanding shares upon completion of these Transactions will be 73,140,147, with no dilution impact for existing shareholders. In addition, the board of directors of CCBC will appoint Mr. Jeremy Yee, Chief Executive Officer of Cordlife, to be a CCBC board member, and will step down as a director of CSCS, effective upon completion of the Transactions. The closing of the Transactions are conditional on each other and certain customary closing conditions, including receipt of approval by the shareholders of Cordlife and CCBC's private equity investor (KKR China Healthcare Investment Limited) in respect of the Transactions. The Company engaged Roth Capital Partners to provide, and Roth Capital Partners has delivered, an opinion to the Company's Board of Directors as to the fairness of the respective Transactions, from a financial point of view, to CCBC and CSCS.
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