--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-014239" form_type: "8-K" ticker: null cik: "0001748907" company_name: "Orchard Therapeutics plc" filed_at: "2024-01-24T23:59:59+00:00" generated_at: "2026-06-06T19:20:22.077227+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Orchard acquired by Kyowa Kirin for $16/ADS plus CVRs; delisted from Nasdaq ## Summary - Shareholders get $16.00 per ADS ($1.60 per share) plus 10 CVRs per ADS; each CVR pays $0.10 if FDA approves OTL-200 by Dec 31, 2024. - Transaction closed Jan 24, 2024 after court sanction; Company becomes indirect wholly owned subsidiary of Kyowa Kirin. - Nasdaq trading suspended; Company to file Form 25 to delist and Form 15 to suspend SEC reporting obligations. - All prior board members resigned; new directors appointed: Takeyoshi Yamashita, Yasuo Fujii, Abdul Mullick. - All outstanding debt under Senior Term Facilities Agreement repaid and credit commitments terminated. ## SEC filing metadata - accession: 0001193125-24-014239 - form_type: 8-K - cik: 0001748907 - company_name: Orchard Therapeutics plc - filed_at: 2024-01-24T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/d74405d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-014239 - JSON: https://secwatch.observer/filing/0001193125-24-014239.json - Plain text: https://secwatch.observer/filing/0001193125-24-014239.txt ## Key facts - Executive change Abdul Mullick was appointed as Director at Orchard Therapeutics plc. - Action: appointed - Role: Director source text: On January 24, 2024, the Board appointed Takeyoshi Yamashita, Yasuo Fujii and Abdul Mullick as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm - Executive change Yasuo Fujii was appointed as Director at Orchard Therapeutics plc. - Action: appointed - Role: Director source text: On January 24, 2024, the Board appointed Takeyoshi Yamashita, Yasuo Fujii and Abdul Mullick as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm - Executive change Charles Rowland resigned as Director at Orchard Therapeutics plc. - Action: resigned - Role: Director source text: In connection with the Transaction, Alicia Secor, Charles Rowland, Jim Geraghty, John Curnutte, Joanne Beck, Steven Altschuler and Marc Dunoyer each resigned from the Board of Directors of the Company (the “ Board ”) and from any and all committees of the Board on which they served and ceased to be directors of the Company at the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm - Executive change Alicia Secor resigned as Director at Orchard Therapeutics plc. - Action: resigned - Role: Director source text: In connection with the Transaction, Alicia Secor, Charles Rowland, Jim Geraghty, John Curnutte, Joanne Beck, Steven Altschuler and Marc Dunoyer each resigned from the Board of Directors of the Company (the “ Board ”) and from any and all committees of the Board on which they served and ceased to be directors of the Company at the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm - Executive change Steven Altschuler resigned as Director at Orchard Therapeutics plc. - Action: resigned - Role: Director source text: In connection with the Transaction, Alicia Secor, Charles Rowland, Jim Geraghty, John Curnutte, Joanne Beck, Steven Altschuler and Marc Dunoyer each resigned from the Board of Directors of the Company (the “ Board ”) and from any and all committees of the Board on which they served and ceased to be directors of the Company at the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm - Executive change Marc Dunoyer resigned as Director at Orchard Therapeutics plc. - Action: resigned - Role: Director source text: In connection with the Transaction, Alicia Secor, Charles Rowland, Jim Geraghty, John Curnutte, Joanne Beck, Steven Altschuler and Marc Dunoyer each resigned from the Board of Directors of the Company (the “ Board ”) and from any and all committees of the Board on which they served and ceased to be directors of the Company at the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm - Executive change Jim Geraghty resigned as Director at Orchard Therapeutics plc. - Action: resigned - Role: Director source text: In connection with the Transaction, Alicia Secor, Charles Rowland, Jim Geraghty, John Curnutte, Joanne Beck, Steven Altschuler and Marc Dunoyer each resigned from the Board of Directors of the Company (the “ Board ”) and from any and all committees of the Board on which they served and ceased to be directors of the Company at the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm - Executive change John Curnutte resigned as Director at Orchard Therapeutics plc. - Action: resigned - Role: Director source text: In connection with the Transaction, Alicia Secor, Charles Rowland, Jim Geraghty, John Curnutte, Joanne Beck, Steven Altschuler and Marc Dunoyer each resigned from the Board of Directors of the Company (the “ Board ”) and from any and all committees of the Board on which they served and ceased to be directors of the Company at the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm - Executive change Joanne Beck resigned as Director at Orchard Therapeutics plc. - Action: resigned - Role: Director source text: In connection with the Transaction, Alicia Secor, Charles Rowland, Jim Geraghty, John Curnutte, Joanne Beck, Steven Altschuler and Marc Dunoyer each resigned from the Board of Directors of the Company (the “ Board ”) and from any and all committees of the Board on which they served and ceased to be directors of the Company at the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm - Executive change Takeyoshi Yamashita was appointed as Director at Orchard Therapeutics plc. - Action: appointed - Role: Director source text: On January 24, 2024, the Board appointed Takeyoshi Yamashita, Yasuo Fujii and Abdul Mullick as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm - M&A Transactions Orchard Therapeutics plc underwent a change of control involving Kyowa Kirin Co., Ltd. for $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 C (closed 2024-01-24). - Action: change of control - Counterparty: Kyowa Kirin Co., Ltd. - Consideration: $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 C - Closing: 2024-01-24 source text: tion (as described below) pursuant to that certain Transaction Agreement, dated October 5, 2023 (the “ Transaction Agreement ”), between Orchard Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “ Company ”), and Kyowa Kirin Co., Ltd., a Japanese joint stock company (“ Kyowa Kirin ”). As previously announced, on January 22, 2024, the High Court of Justice of England and Wales (the “ Court ”) sanctioned the acquisition by Kyowa Kirin International plc, a wholly owned subsidiary of Kyowa Kirin, of the entire issued and to be issued share capital of the Company pursuant to a scheme of arrangement under Part 26 of the U.K. evidence_url: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm - Material Agreements Orchard Therapeutics plc terminated Senior Term Facilities Agreement with MidCap Financial (Ireland) Limited and the additional lenders party thereto (effective 2023-01-30). - Action: termination - Agreement: credit facility - Counterparty: MidCap Financial (Ireland) Limited and the additional lenders party thereto - Effective: 2023-01-30 source text: Concurrently with the closing of the Transaction, the Company repaid all loans and terminated all credit commitments under that certain Senior Term Facilities Agreement, dated May 24, 2019, as amended and restated on January 30, 2023, among the Company, the entities listed as original guarantors therein, MidCap Financial (Ireland) Limited, and the additional lenders party thereto from time to time. evidence_url: https://www.sec.gov/Archives/edgar/data/1748907/000119312524014239/0001193125-24-014239-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.