The acquisition will strengthen Kyowa Kirin’s portfolio with several HSC gene therapies targeting serious diseases, maximise the value of Libmeldy, and advance the development of Orchard’s MPS programmes in the pipeline, along with other programmes
Kyowa Kirin headquarters in Otemachi, Chiyoda, Tokyo. (Credit: Akonnchiroll/Wikipedia)
Japan-based speciality pharmaceutical company Kyowa Kirin has agreed to acquire UK-based gene therapy company Orchard Therapeutics for around $477.6m.
Under the terms of the agreement, Orchard shareholders will receive $16 per American Depositary Share (ADS) in cash, which totals around $387.4m.
They also hold an additional contingent value right (CVR) of $1 per ADS to receive a total of $17 per ADS, which totals around $477.6m subject to certain conditions.
The Board of Directors of both companies have unanimously approved the transaction.
The deal is expected to close in the first quarter of 2024, subject to shareholder approval, receipt of applicable regulatory approvals and other customary closing conditions.
Upon closing of the acquisition, Orchard will become a fully owned subsidiary of Kyowa Kirin.
Kyowa Kirin board director, chief medical officer, and senior managing executive officer Takeyoshi Yamashita said: “With this transaction, we anticipate being able to use a new modality that can have a profound impact on patients’ lives.
“Orchard Therapeutics is a company with a steady track record in this field and has already launched its HSC gene therapy in Europe and filed for review in the US.
“Our hope is to combine the strengths of Kyowa Kirin and Orchard Therapeutics with mutual respect to realise the successful creation and delivery of life-changing value for patients living with rare and life-threatening inherited diseases.”
Orchard has developed a gene therapy approach that enables the patient’s own genetically modified hematopoietic stem cells (HSCs) to correct the root cause of a genetic disease.
Its portfolio comprises Libmeldy (atidarsagene autotemcel), also known as OTL-200, to treat metachromatic leukodystrophy (MLD), a rare and life-threatening inherited metabolic disease.
In addition, the company is developing two clinical-stage programmes, OTL-203 and OTL-201, using its HSC platform to treat a group of severe neurometabolic disorders in children.
According to Orchard, the acquisition would strengthen Kyowa Kirin’s position in the emerging field of genetic medicine, with a portfolio of HSC gene therapies targeting serious diseases.
It will help Kyowa Kirin maximise the value of Libmeldy and advance the development of Orchard’s MPS programmes in the pipeline, along with other early research programmes.
Goldman Sachs Japan served as financial advisor and Morrison & Foerster as legal advisor to Kyowa Kirin on the transaction.
Guggenheim Securities served as financial advisor, Goodwin Procter as US legal advisor, and Slaughter & May as UK legal advisor to Orchard.
Orchard Therapeutics co-founder and CEO Bobby Gaspar said: “We remain as true to our mission as ever, and joining Kyowa Kirin’s global network ensures we are well-resourced to progress the anticipated commercialisation of OTL-200 in the US.
“We look forward to collaborating with our new colleagues at Kyowa Kirin to fully unlock the curative potential of HSC gene therapy for the benefit of patients and society.”