Annuncio • Jan 26

Kyowa Kirin Co., Ltd. (TSE:4151) completed the acquisition of Orchard Therapeutics plc (NasdaqCM:ORTX) from RA Capital Management, L.P., Deep Track Capital, LP, Zentree Investment Management Pte. Ltd. and others.

Kyowa Kirin Co., Ltd. (TSE:4151) entered into a Transaction Agreement to acquire Orchard Therapeutics plc (NasdaqCM:ORTX) from RA Capital Management, L.P., Deep Track Capital, LP, Zentree Investment Management Pte. Ltd. and others for approximately $370 million on October 5, 2023. Under the terms of agreement, Kyowa Kirin will acquire Orchard Therapeutics for $16.00 per American Depositary Share (ADS) in cash (approximately $387.4 million, or ¥57.3 billion), under which Orchard shareholders will hold an additional contingent value right (CVR) of $1.00 per ADS. An additional $1.00 CVR will be paid for a total of $17.00 per ADS, or approximately $477.6 million (¥70.7 billion) if the conditions are met. In connection with the transaction, a non-transferable CVR will be distributed to Orchard Therapeutics shareholders. Holders of the CVR will be entitled to receive a cash payment of $1.00 per ADS related to the approval of OTL-200 for the treatment of MLD in the U.S. as defined in the CVR Agreement. Warrants outstanding as of the date of the Transaction Agreement will continue to be satisfied in accordance with their terms. Pursuant to the Transaction Agreement, at the effective time of the Scheme of Arrangement (the “Effective Time”), all voting and non-voting ordinary shares of the Company, each with a nominal value of £0.10 per share (“Company Ordinary Shares”), issued and outstanding as of the Effective Time will be transferred to Purchaser and/or its Nominee, and the holders of Company Ordinary Shares will have the right to receive (a) $16.00 in cash, without interest, per American Depositary Share (“ADS”), each representing 10 Company Ordinary Shares (or $1.60 in cash, without interest, per Company Ordinary Share (the “Cash Consideration”)), plus (b) 10 contractual contingent value rights (each, a “CVR”) per ADS, which each represent the right to receive a contingent payment of $0.10 in cash (or one CVR per Company Ordinary Share), without interest, if a certain milestone is achieved, pursuant to the Contingent Value Rights Agreement (the “CVR Agreement”) to be entered into between Purchaser and a rights agent mutually agreeable to the Company and Purchaser (the “Rights Agent”) in connection with the completion of the Transaction. Following the completion of the acquisition, Orchard Therapeutics will become a wholly-owned subsidiary of Kyowa Kirin. We anticipate Orchard Therapeutics will maintain its current name given its recognition among the patient and physician communities we serve with the potential for some adjustments to our corporate brand identity and positioning post-closing to more closely align with Kyowa Kirin. Employees will continue to be employed by the same legal entity that you are today, and the entity will become wholly owned by Kyowa Kirin on the completion date of the acquisition. Under the Transaction Agreement, the Company will be required to make a cash payment to Purchaser equal to $3,860,000 if the Transaction Agreement is terminated in certain circumstances, including (1) in the circumstances described in clauses (a), (b), (c) and (d) in the preceding paragraph; (2) if the Company terminates the Transaction Agreement in order to enter into a definitive agreement providing for a “superior proposal” (3) if the Transaction has not been consummated by the End Date. The Company will reimburse expenses of $3,000,000 to Purchaser if the Transaction Agreement is terminated because (1) Company shareholders do not approve the Transaction at the applicable shareholder meetings or (2) the Court declines or refuses to sanction the Scheme of Arrangement.The respective obligations of the Company and Purchaser to consummate the Transaction are subject to the satisfaction or waiver of a number of customary conditions, including: (1) approval by the Company shareholders of the Scheme of Arrangement and the passing of the Company Shareholder Resolutions; (2) all required consents and expirations or terminations of waiting periods be obtained or have occurred; (3) compliance by the other party in all material respects with such other party’s obligations under the Transaction Agreement; (4) accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Transaction Agreement; (5) sanction of the Scheme of Arrangement by the High Court of Justice of England and Wales (the “Court”); (6) the absence of any law or order prohibiting consummation of the Transaction; and (7) the execution of the CVR Agreement. The Company’s Board of Directors (the “Board”), acting upon the recommendation of a transaction committee of the Board, has unanimously resolved (i) that the entry into the Transaction Agreement, and the implementation of the Transaction and Scheme of Arrangement is fair to the Company and the Company shareholders and likely to promote the success of the Company for the benefit of the Company shareholders as a whole, (ii) to approve the execution, delivery and performance of the Transaction Agreement and the consummation of the transactions contemplated thereby, including the Transaction and the Scheme of Arrangement, (iii) to unanimously recommend to the Company shareholders to vote to approve the Scheme of Arrangement at the meetings and pass the special resolution to amend the Company’s organizational documents and approve such other matters as may be necessary to facilitate the implementation of the Transaction and/or the Scheme of Arrangement (the “Company Shareholder Resolutions”) at the general meeting of the Company shareholders and (iv) to submit the Scheme of Arrangement for approval by the Company shareholders. As of December 8, 2023, The closing of the transactions contemplated by the Transaction Agreement are subject to the receipt of approvals or clearances under certain foreign direct investment laws. All such approvals or clearances thereof under the applicable foreign direct investment laws have now been obtained. The closing of the Transaction remains subject to the satisfaction or waiver of the remaining conditions to the Transaction set forth in the Transaction Agreement. As of December 19, 2023, Orchard Shareholders approved the transaction. As of January 22, 2024, High Court of Justice of England and Wales sanctioned the scheme of arrangement. Kyowa Kirin is represented by Goldman Sachs Japan Co., Ltd. as financial advisor and Gary Mitchel Smith, Masato Hayakawa, Rika Saeki, Simon Arlington and Joseph Sulzbach of Morrison & Foerster LLP as legal advisor. Orchard Therapeutics is represented by Guggenheim Securities, LLC as financial advisor, Michael Bison, James Matarese, Andrew Goodman and Tevia Pollard of Goodwin Procter LLP as U.S. legal advisor, and Paul Mudie, Andrew Jolly, Phil Linnard and Mike Lane of Slaughter & May Ltd. as UK legal advisor. Guggenheim Securities, LLC also provided fairness opinion to Orchard. Paul, Weiss, Rifkind, Wharton & Garrison LLP is advising Guggenheim Securities as financial advisor to Orchard Therapeutics. MacKenzie Partners acted as information agent to Orchard and received a fee of $15,000. Orchard has agreed to pay Guggenheim Securities a cash transaction fee (based on a percentage of the aggregate value associated with the Transaction as determined by the agreed upon fee schedule) upon consummation of the Transaction, which cash transaction fee is currently estimated to be approximately $10.5 million. Orchard has previously paid Guggenheim Securities a cash opinion fee of $1 million that became payable upon the rendering of Guggenheim Securities’ opinion with respect to the Transaction. Kyowa Kirin Co., Ltd. (TSE:4151) completed the acquisition of Orchard Therapeutics plc (NasdaqCM:ORTX) from RA Capital Management, L.P., Deep Track Capital, LP, Zentree Investment Management Pte. Ltd. and others on January 24, 2024.

Percentuale dello stipendio del CEO	25.48%
Mandato del CEO	3.3yrs
Proprietà del CEO	0.003%
Durata media del management	3.3yrs
Durata media del Consiglio di amministrazione	2.3yrs

Data	Compenso totale	Stipendio	Utili della società
Mar 31 2026	n/a	n/a	JP¥73b
Dec 31 2025	JP¥263m	JP¥67m	JP¥67b

Nome	Posizione	Mandato	Compensazione	Proprietà
Abdul Hafeez Mullick	President	3.3yrs	JP¥263.00m	0.0027% $ 228.3k
Koji Igarashi	Chief Financial Officer	less than a year	Nessun dato	Nessun dato
Naohiko Kubo	Global Finance Head & Accounting Manager	no data	Nessun dato	Nessun dato
Kazuki Nemoto	Head of Global Legal	3.3yrs	Nessun dato	Nessun dato
Takaaki Uochi	Head of Global Compliance & Risk Management	no data	Nessun dato	Nessun dato
Stacey Minton	Global Corporate Communications Head	less than a year	Nessun dato	Nessun dato
Shoko Itagaki	Managing Executive Officer	2.3yrs	Nessun dato	Nessun dato
Takeyoshi Yamashita	Executive VP	5.5yrs	Nessun dato	0.0079% $ 659.9k
Yasuo Fujii	Chief Business Officer	8.5yrs	Nessun dato	Nessun dato
Yoshifumi Torii	Executive Officer	no data	Nessun dato	Nessun dato
Hiroki Takamatsu	VP, Head of Quality Assurance Division & Executive Officer	no data	Nessun dato	Nessun dato
Tomohiro Sudo	Region President of Japan and Asia Pacific (JAPAC)	4.5yrs	Nessun dato	Nessun dato

Nome	Posizione	Mandato	Compensazione	Proprietà
Abdul Hafeez Mullick	President	3.3yrs	JP¥263.00m	0.0027% $ 228.3k
Takeyoshi Yamashita	Executive VP	3.3yrs	Nessun dato	0.0079% $ 659.9k
Yoshihisa Q. Suzuki	Independent Outside Director	4.3yrs	Nessun dato	0.00061% $ 51.0k
Masashi Miyamoto	Chairman of the Board	15.3yrs	JP¥202.00m	0.025% $ 2.1m
Hiroshi Kanno	Independent Outside Director	1.3yrs	Nessun dato	0.00011% $ 9.2k
Yoko Wachi	Independent Outside Director	less than a year	Nessun dato	Nessun dato
Takashi Oyamada	Independent Outside Director	5.3yrs	Nessun dato	0.0011% $ 94.5k
Kohei Kan	Independent Outside Director	less than a year	Nessun dato	Nessun dato
Kenji Shibata	Director	less than a year	Nessun dato	Nessun dato
Rumiko Nakata	Independent Outside Director	3.3yrs	Nessun dato	0.00023% $ 19.2k
Daisuke Fujiwara	Director	1.3yrs	Nessun dato	Nessun dato
Yukiko Ito	Independent Outside Director	1.3yrs	Nessun dato	0.00031% $ 25.9k

Dati	Ultimo aggiornamento (ora UTC)
Analisi dell'azienda	2026/07/27 04:07
Prezzo dell'azione a fine giornata	2026/05/12 00:00
Utili	2026/03/31
Utili annuali	2025/12/31

Pacchetto	Dati	Tempistica	Esempio Fonte USA ^*
Dati finanziari della società	10 anni	Conto economico Rendiconto finanziario Bilancio	Modulo SEC 10-K Modulo SEC 10-Q
Stime di consenso degli analisti	+3 anni	Previsioni finanziarie Obiettivi di prezzo degli analisti	Rapporti di ricerca degli analisti Blue Matrix
Prezzi di mercato	30 anni	Prezzi delle azioni Dividendi, scissioni e azioni	Dati di mercato ICE Modulo SEC S-1
Proprietà	10 anni	Top azionisti Insider trading	Modulo 4 SEC Modulo 13D SEC
Gestione	10 anni	Team di leadership Consiglio di amministrazione	Modulo SEC 10-K Modulo SEC DEF 14A
Sviluppi principali	10 anni	Annunci aziendali	Modulo 8-K SEC

Analista	Istituzione
Atsushi Seki	Barclays
Koichi Mamegano	BofA Global Research
Hidemaru Yamaguchi	Citigroup Inc

Kyowa Kirin Gestione

Criteri Gestione verificati 2/4

Informazioni chiave

Aggiornamenti recenti sulla gestione

Kyowa Kirin Co., Ltd., Annual General Meeting, Mar 19, 2026

Kyowa Kirin Co., Ltd. Announces Executive Changes

Kyowa Kirin Co., Ltd. Announces Yutaka Osawa, Executive Vice President and Chief Compliance Officer, Effective March 2025

Kyowa Kirin Co., Ltd., Annual General Meeting, Mar 22, 2024

Kyowa Kirin Co., Ltd., Annual General Meeting, Mar 24, 2023

Kyowa Kirin Co., Ltd., Annual General Meeting, Mar 24, 2021

Recent updates

Kura Oncology And Kyowa Kirin Report Encouraging Long-Term Results For Ziftomenib And 7+3 Combination In Newly Diagnosed AML

Kyowa Kirin Co., Ltd. to Report Q2, 2026 Results on Aug 03, 2026

Kyowa Kirin Co., Ltd. to Report Q1, 2026 Results on May 07, 2026

Kyowa Kirin Co., Ltd. Discontinues All Ongoing Clinical Trials for Rocatinlimab

Kyowa Kirin Co., Ltd., Annual General Meeting, Mar 19, 2026

Kura Oncology and Kyowa Kirin Report Combination Data for KOMZIFTI (Ziftomenib) with Venetoclax and Azacitidine in Newly Diagnosed and Relapsed/Refractory AML

Kyowa Kirin Co., Ltd. to Report Fiscal Year 2025 Results on Feb 09, 2026

Kura Oncology, Inc. and Kyowa Kirin Co., Ltd. Announces KOMZIFTI (ziftomenib) Added to National Comprehensive Cancer Network (NCCN) Guidelines for Acute Myeloid Leukemia

Kyowa Kirin Co., Ltd. Initiates Phase 3 AOBA Study Of KK8398 (Infigratinib) In Patients With Achondroplasia In Japan

Kura Oncology, Inc. and Kyowa Kirin Co., Ltd. Announces That the U.S. Food and Drug Administration Grants Full Approval of Komzifti

Kyowa Kirin Co., Ltd. Announces Executive Changes

Kura Oncology and Kyowa Kirin Launch Clinical Trial Evaluating Dual Inhibition of NPM1 and FLT3 Mutations in Patients with Newly Diagnosed Acute Myeloid Leukemia

Kura Oncology and Kyowa Kirin Announce First Patient Dosed in Pivotal Phase 3 KOMET-017 Trial of Ziftomenib for Frontline Acute Myeloid Leukemia

Kura Oncology, Inc. and Kyowa Kirin Co., Ltd. Announces the Journal of Clinical Oncology Published the Full Results from the Pivotal Komet-001 Clinical Trial

Amgen and Kyowa Kirin Co., Ltd. Announce Top-Line Results from Roccatinlimab Phase 3 ASCEND Long-Term Extension Study in Results with Moderate to Severe Atopic Dermatitis

Kura Oncology, Inc. and Kyowa Kirin Co., Ltd. Report Positive Updated Combination Data for Ziftomenib in Newly Diagnosed AML at 2025 European Hematology Association Congress

Kura Oncology, Inc. and Kyowa Kirin Co., Ltd. Report Positive Pivotal Ziftomenib Monotherapy Data At 2025 ASCO Annual Meeting

Kura Oncology and Kyowa Kirin Announce FDA Acceptance and Priority Review of New Drug Application for Ziftomenib in Adults with Relapsed or Refractory Npm1-Mutant Aml

Kura Oncology and Kyowa Kirin Announce Combination Data for Ziftomenib in Oral Presentation At the 2025 European Hematology Association (Eha) Congress

Amgen and Kyowa Kirin Co., Ltd. Provide Top-Line Results from Roccatinlimab Phase 3 Initiative Study in Results with Moderate to Severe Atopic Dermatitis

Kyowa Kirin Announces Late-Breaking Abstract Presentation At the American Academy of Dermatology Annual Meeting 2025

Kyowa Kirin Co., Ltd. Provides Dividend Guidance for the Second Quarter and Full Fiscal Year Ended December 31, 2025

Kura Oncology and Kyowa Kirin Announce Positive Ziftomenib Monotherapy Registrational Trial and Positive FDA Feedback for Upcoming Frontline Combination Trial Designs

Kyowa Kirin Co., Ltd. to Report Q2, 2025 Results on Jul 31, 2025

Kura Oncology and Kyowa Kirin Report Positive Combination Data for Ziftomenib At American Society of Hematology Annual Meeting

Kyowa Kirin Co., Ltd. Announces Yutaka Osawa, Executive Vice President and Chief Compliance Officer, Effective March 2025

Kyowa Kirin Co., Ltd. Updates Earnings Guidance for He Fiscal Year 2024

Kyowa Kirin Co., Ltd. to Report Fiscal Year 2024 Results on Feb 06, 2025

Kyowa Kirin Co., Ltd. to Present Phase 2B Post-Hoc Analysis and Symposium At the American Academy of Dermatology Annual Meeting 2024

Kyowa Kirin Co., Ltd. to Report Q3, 2024 Results on Oct 31, 2024

Kyowa Kirin Co., Ltd. Declares Dividend for the Fiscal Year Ended December 31, 2023, Payable on March 25, 2024; Provides Dividend Guidance for the Second Quarter of 2024

Kyowa Kirin Co., Ltd., Annual General Meeting, Mar 22, 2024

Kyowa Kirin Announces First Patient Enrolled in the Phase 2 Clinical Trial Evaluating Tivozanib Eye Drops in Patients with Diabetic Macular Edema

Kyowa Kirin Co., Ltd. (TSE:4151) completed the acquisition of Orchard Therapeutics plc (NasdaqCM:ORTX) from RA Capital Management, L.P., Deep Track Capital, LP, Zentree Investment Management Pte. Ltd. and others.

Kyowa Kirin Co., Ltd. to Report Fiscal Year 2023 Results on Feb 07, 2024

Kyowa Kirin Co., Ltd. (TSE:4151) entered into a Transaction Agreement to acquire Orchard Therapeutics plc (NasdaqCM:ORTX) from RA Capital Management, L.P., Deep Track Capital, LP, Zentree Investment Management Pte. Ltd. and others for approximately $470 million.

Kyowa Kirin Co., Ltd. to Report Q3, 2023 Results on Nov 01, 2023

Kyowa Kirin Co., Ltd. to Report Q1, 2024 Results on Aug 03, 2023

Kyowa Kirin Co., Ltd. Provides Dividend Guidance for the Year Ending December 31, 2023

Kyowa Kirin Co., Ltd., Annual General Meeting, Mar 24, 2023

Kyowa Kirin Co., Ltd. Provides Dividend Guidance for the Fiscal Year Ending December 31, 2023

Kyowa Kirin Co., Ltd. to Report Fiscal Year 2022 Results on Feb 07, 2023

Kyowa Kirin Co., Ltd. to Report Q1, 2021 Results on May 06, 2021

Harvard University and Kyowa Kirin Co., Ltd. Enter into Strategic Research Alliance

Kyowa Kirin Announces Positive Phase 2 Results for KHK4083 in Patients with Moderate to Severe Atopic Dermatitis

Kyowa Kirin Co., Ltd., Annual General Meeting, Mar 24, 2021

InveniAI LLC and Kyowa Kirin Co., Ltd. Enter AI-Powered Novel Target Discovery Collaboration

Kyowa Kirin Co., Ltd. to Report Fiscal Year 2020 Results on Feb 04, 2021

Kyowa Kirin Announces European Commission (Ec) Approval of CRYSVITA® (Burosumab) for the Treatment of X-Linked Hypophosphataemia (XLH) in Older Adolescents and Adults

Kyowa Kirin Co., Ltd. to Report Q3, 2020 Results on Oct 30, 2020

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