Slaughter and May is advising Orchard Therapeutics on its recommended cash acquisition by Kyowa Kirin

Slaughter and May is advising Orchard Therapeutics plc (“Orchard”) on the English law aspects of its recommended acquisition by Kyowa Kirin Co., Ltd (“Kyowa Kirin”), as part of a wider legal advisory team including Goodwin Procter LLP. The transaction was announced on 5 October 2023.

Orchard and Kyowa Kirin have entered into a definitive agreement pursuant to which Kyowa Kirin will pay $16.00 for each Orchard American Depositary Share (“ADS”) in cash. Subject to certain milestones being reached, Kyowa Kirin will also make a payment of $1.00 per ADS to Orchard’s shareholders, pursuant to the terms of a contingent value rights agreement. The transaction values Orchard’s entire issued and to be issued share capital at approximately $387.4 million (¥57.3 billion), and is to be effected by a court-sanctioned scheme of arrangement. The acquisition is subject to approval by Orchard’s shareholders and other customary closing conditions, including regulatory approvals, and is expected to close in Q1 2024.

Founded in 2015, Orchard is a global biotechnology company focused on hematopoietic stem cell (“HSC”) gene therapy. Orchard is incorporated in England, with ADSs (each representing 10 ordinary shares) listed on Nasdaq.

Founded in 1949, Kyowa Kirin is a pharmaceutical and biotechnology company that develops specialty drugs using antibody technologies in core therapeutic areas of oncology, nephrology, central nervous system and immunology. Kyowa Kirin is incorporated in Japan, with ordinary shares listed on TYO.

Slaughter and May is working closely with a team from Goodwin Procter LLP led by Michael Bison, Jim Matarese, Andrew Goodman and Tevia Pollard, and the in-house legal function at Orchard, led by Christopher York.