Nanjing Xinjiekou Sees High Chance of Winning Cord Blood Bidding War in China

Aug 27, 2015, 08:00 ET from China Business News, Shanghai

SHANGHAI, Aug. 27, 2015 /PRNewswire/ -- The bidding war for China Cord Blood Corporation between two A-share-listed rivals is almost set to come to an end: it seems Nanjing Xinjiekou Department Store Co., Ltd ("Nanjing Xinjiekou", 600682.SH) is having increasing odds to win the bid on China Cord Blood Corporation ("CO", NYSE: CO) among a number of candidates.

On August 26, five listed companies involved in the bid filed announcements respectively, together giving a clear picture of the takeover fight which is heading into the homestretch.

Before this, two listed-companies, namely Nanjing Xinjiekou (600682.SH) and Zhongyuan Union Cell & Gene Engineering Corp., Ltd ("Zhongyuan", 600645.SH) both announced that they were in negotiations to acquire CO's assets or equity interest. While Nanjing Xinjiekou intended to take over CO's entire assets and all businesses in Mainland China, Zhongyuan only planned to acquire a minority equity interest of CO.

CO, a U.S.-listed company that was incorporated in the Cayman Islands, primarily engage in the storage business of umbilical cord blood stem cells. It is the largest umbilical cord blood banking operator in China and the only cord blood banking operator with licenses in various Chinese cities including Beijing, Guangdong and Shandong.

Nanjing Xinjiekou's announcement in line with message from CO's major shareholder

On August 26, Nanjing Xinjiekou published an announcement which said that it was in talks with CO's major shareholder Golden Meditech (801.HK) about the acquisition of CO's assets and equity interests. 

On the same day, Golden Meditech published an announcement, saying that it "has the right" to make final decision in the deal. Apparently, this good news has fueled Nanjing Xinjiekou, the direct counterparty with Golden Meditech.

According to Golden Meditech's announcement, its actual controller Mr. Kam had completed the purchase of CO's US$65,000,000 senior unsecured convertible notes from a KKR fund. The announcement also stated that Golden Meditech proposed an extraordinary general meeting to vote on Mr. Kam's proposal to transfer these convertible notes to Golden Meditech.

On the same day, CO also published a filing to confirm the abovementioned convertible note transaction has been completed.

Golden Meditech is the largest shareholder of CO, holding 38.31% of its outstanding shares. Assuming these convertible notes had been fully converted into ordinary shares, Golden Meditech and its actual controller Mr. Kam's position in CO would surge significantly to 51.7%. This number would further increase to 59.5% if shares from parties acting in concert with them, for example the management, were included in the calculation. According to the Cayman Islands' regulations, shareholders with more than 51% holdings in a company are entitled to dispose its assets. In other word, Golden Meditech and its actual controller have in fact already obtained the disposition right on CO's assets.

On August 26, an announcement issued by Nanjing Xinjiekou said, "On August 11, the Company received the letter of response from the special committee of CO's board. In response to this, the Company has addressed every question and item it raised and engaged a financial advisor. The Company has communicated with the special committee on the acquisition issues, and has negotiated with CO's major shareholder Golden Meditech on the purchase matter after the special committee's introduction." In other words, Golden Meditech is deemed as the counterparty of Nanjing Xinjiekou.

Previously, Nanjing Xinjiekou made an announcement to claim that it planned to take over all CO's assets and equity interests in relations with cord blood banking business in China, including all equity interests in related onshore companies, all assets CO required to operate cord blood banking business in China, and relevant business interests and business resources ("CO PRC Assets") for a consideration of at least RMB6 billion.

This announcement indicated that the negotiation between the two parties had achieved genuine progress. Golden Meditech's attitude is particularly vital for Nanjing Xinjiekou to win the deal. As long as it gives the green light, Nanjing Xinjiekou will clear all legal impediments in the process of acquiring CO PRC Assets.

An announcement published by Golden Meditech on May 8 said that it has entered into an agreement with Cordlife to acquire CO's US$25 million senior unsecured convertible notes as well as a 9.13% stake in CO. This transaction was subject to the approval from Cordlife's general meeting. If it was rejected, assuming all convertible notes had been converted into ordinary shares, Golden Meditech and its controlling shareholder's diluted interest in CO would remain over 51% and their deposition right on CO's assets would still be valid.

The Singaporeans Says No to Zhongyuan

Previously, Zhongyuan claimed that it would "combat against" Nanjing Xinjiekou's bid by offering high prices to acquire part of CO's stake from Singapore-listed Cordlife. Zhongyuan announced on August 6 that it intended to take over the equity interest and convertible notes of CO from Cordlife through a limited partnership named Jiaxing Huiling No.3 Investment.

Zhongyuan did not given up. According to its announcement on August 25, a general meeting will be held on August 28 to vote on raising an overseas buyout fund. On August 26, a "regular" announcement was released by Zhongyuan, saying generally that all related works were still in progress.

Being the key party in the takeover fight, the Singaporean company Cordlife had never confirmed its opinion, which raised a lot of speculations in the capital market. But on August 26, the Singaporean company issued an announcement in English which clearly clarified that the board of Cordlife strongly suggested that the shareholders should vote for the proposed transaction between the company and Golden Meditech other than that with Zhongyuan's. It said that the associated legal, transactional and reputation risks to accept the offer amendment would offset all the economic benefits.

This suggests that Zhongyuan was unlikely to win the deal despite a better offer.

A source close to the deal told China Business News that if Golden Meditech agrees to sell CO's China assets to Nanjing Xinjiekou, CO, whose major business is in China, will become a "shell company." In this case, there is no point for Zhongyuan or Golden Meditech to chase CO's shares and convertible bonds held by Cordlife.

Commenting on Zhongyuan's general meeting on August 28, this person said there could be three possible intentions for Zhongyuan to set up an offshore M&A fund:

Possible intention No. 1: Zhongyuan eyes on the cord blood banking business and assets. However, the abovementioned analysis indicated that to win the CO's Chinese business over Nanjing Xinjiekou is unlikely.

Possible intention No. 2: Taking CO private through hostile acquisition. However, the circular issued by Cordlife on August 26 made it clear that it would ignore Zhongyuan's offer and urged its own shareholders to support the agreement it made with Golden Meditech previously. From here we could imply that Golden Meditech must be a very strong candidate to acquire CO's share and convertible bonds from Cordlife. Provided that Zhongyuan was able to collect the remaining 30% shares from the market, it would have no chance to privatize CO in which a hostile party owns 70% shares. Another thing is, just before Zhongyuan's general meeting on August 28, Golden Meditech changed the transaction terms and announced its controlling shareholder has completed the acquisition of CO's convertible notes from KKR.

Possible intention No. 3: It is about to acquire Cordlife. Given that Cordlife's board is against Zhongyuan's offer to acquire Cordlife's 9.13% interest in CO, as indicated from Cordlife's circular, how would it be possible for Cordlife to agree to sell itself to Zhongyuan?

SOURCE China Business News, Shanghai