The Life Sciences and M&A teams advised Orchard Therapeutics plc (Orchard Therapeutics, Nasdaq: ORTX) in its definitive agreement to be acquired by Kyowa Kirin Co., Ltd.
Kyowa Kirin will acquire Orchard Therapeutics for $16.00 per American Depositary Share (ADS) in cash (approximately $387.4 million, or ¥57.3 billion). Orchard shareholders will also receive contingent value rights (CVRs) representing the right to receive a contingent payment of $1.00 per ADS. If a certain CVR milestone is achieved, the total transaction consideration will be $17.00 per ADS, or approximately $477.6 million (¥70.7 billion).
The transaction is expected to close in the first quarter of 2024, subject to satisfaction of customary closing conditions, including regulatory review and approval by Orchard’s shareholders. Upon completion of the transaction, Orchard’s shares will cease trading on the Nasdaq Capital Market.
Orchard Therapeutics is a global gene therapy leader that aims to end the devastation caused by genetic and other severe diseases by discovering, developing and commercializing new treatments that tap into the curative potential of hematopoietic stem cell gene therapy.
Kyowa Kirin is a Japan-based global specialty pharmaceutical company creating innovative medical solutions utilizing the latest biotechnology.
The Goodwin team was led by Michael Bison, Jim Matarese, Andrew Goodman and Tevia Pollard, and included Stephanie Barbanell, Patrick O’Brien, Andrea Akinbola and Evan de Ycaza (Public M&A), Catherine Magazu, Ben Marsh, and Andrew Harrow, Maria Dragun and Matthew Shelley (UK Corporate), Dan Karelitz and Leon Peschel (Tax), Sarah Bock, Regina Couto, Chris Jones and Zoe Li (Executive Compensation and Benefits), Jennifer Fay and Caroline Galiatsos (Labor and Employment), Arman Oruc, Simone Waterbury, Andrew Jensen and Sophie Entwisle (Antitrust), Amy Josselyn and Carrie Miller (Global Trade), Julie Tibbets and Steven Tjoe (FDA Regulatory), Roger Cohen and Anne Brendel (Healthcare), Tim Worden, Lucy Sharples and Luke Nauth (UK Regulatory), Simon Fulbrook (Debt), Christopher Denn and Kat Stavrianidis (Licensing), Jaqueline Klosek and Federica De Santis (Privacy), Caroline Bullerjahn (Litigation), Brian Mukherjee (D&O Insurance), and Nathan Brodeur (Environmental).
For more details, read the press release and articles in Reuters and STAT News.