Pantheon China Acquisition Corp. to Acquire China Cord Blood Services Corporation - Extension Proxy Filed With SEC
November 24th, 2008
2008 NOV 24 -- Pantheon China Acquisition Corp. ("Pantheon", OTC Bulletin Board: PCQC) announced that on November 3, 2008 it entered into an agreement and plan of merger, conversion and share exchange ("Merger Agreement") with China Cord Blood Services Corporation ("CCBS") and certain shareholders of CCBS, including Golden Meditech Company Limited ("Golden Meditech", Stock Code: 8180.HK) (collectively, the "Selling Shareholders"). Pursuant to the Merger Agreement, following receipt of stockholder approval by both Pantheon and Golden Meditech, Pantheon will complete a corporate reorganization that will result in holders of Pantheon securities holding securities in Pantheon Cayman Acquisition Corp. ("Pantheon Cayman"), a Cayman Islands exempted company formed as a result of a redomestication procedure, and the Selling Shareholders will exchange the outstanding shares of CCBS held by them for ordinary shares of Pantheon Cayman based on an agreed valuation of CCBS of approximately USD$350 million.
As of the date of this announcement, shareholders owning approximately 94% of the outstanding shares of CCBS have entered into the Merger Agreement. Each remaining shareholder of CCBS may elect to participate in the proposed transactions on the same terms and conditions as the other Selling Shareholders. If all of the remaining shareholders of CCBS elect to participate in the proposed transactions, immediately after the closing of the proposed transactions, the Selling Shareholders will receive an aggregate of 57,851,240 Pantheon Cayman ordinary shares.
Assuming no other CCBS shareholders elect to participate in the proposed transactions, immediately after the closing of the proposed transactions, Pantheon Cayman will have acquired approximately 94% of the issued and outstanding ordinary shares of CCBS through the issuance of 54,345,104 Pantheon Cayman ordinary shares, or approximately 89% of the combined company. Following closing, Pantheon Cayman will change its name to China Cord Blood Services Holdings Corporation.
In light of the anticipated timetable for the acquisition, Pantheon also announced the approval by its board of directors of a resolution extending the time available for it to consummate a "business combination" until September 30, 2009 and a recommendation that the stockholders of Pantheon vote to approve an amendment to its certificate of incorporation to effect this extension. Pantheon has set November 19, 2008 as the record date for the stockholders entitled to vote at its special meeting to be held on December 14, 2008 to approve this resolution and related proposals. Preliminary proxy materials were filed with the Securities and Exchange Commission on Friday, November 7, 2008 in relation to the solicitation of Pantheon's stockholders in connection with the special meeting.
Keywords: Blood Transfusion, Cord Blood, Medical Device, Stem Cell Research, Transfusion Medicine, Pantheon China Acquisition Corp.
This article was prepared by Hematology Week editors from staff and other reports. Copyright 2008, Hematology Week via NewsRx.com.
