공시 • 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.
