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MoFo Advises Kyowa Kirin on Acquisition of Orchard Therapeutics

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Morrison Foerster advised Kyowa Kirin Co., Ltd. (“Kyowa Kirin”) on its acquisition of Orchard Therapeutics plc (“Orchard”), a global gene therapy leader listed on NASDAQ for $16.00 per American Depositary Share (ADS) in cash and an additional $1 per ADS payable pursuant to Contingent Value Rights if a certain milestone is achieved.

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Morrison Foerster advised Kyowa Kirin Co., Ltd. (“Kyowa Kirin”) on its acquisition of Orchard Therapeutics plc (“Orchard”), a global gene therapy leader listed on NASDAQ for $16.00 per American Depositary Share (ADS) in cash and an additional $1 per ADS payable pursuant to Contingent Value Rights if a certain milestone is achieved. The transaction was originally announced on October 5, 2023, and was effected by way of a scheme of arrangement sanctioned by the High Court of Justice of England and Wales (the “Scheme”). Kyowa Kirin completed its acquisition of Orchard on January 24, 2024, following the sanctioning of the Scheme by the Court on January 22, 2024 and the subsequent delivery of a copy of the Court Order to the Registrar of Companies for England and Wales on January 24, 2024. Kyowa Kirin is a Japan-based global specialty pharmaceutical company, which has invested in drug discovery and biotechnology innovation for more than 70 years and is currently working to engineer the next generation of antibodies and cell and gene therapies. Orchard Therapeutics, a Kyowa Kirin company, is a global gene therapy leader focused on ending 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 (HSC) gene therapy.The core MoFo deal team advising Kyowa Kirin on the acquisition was led by Tokyo partners Gary Smith (M&A) and Masato Hayakawa (Technology Transactions), New York Partner Joe Sulzbach (M&A), Tokyo of counsel Rika Saeki (M&A), and Tokyo associate Adam Harris (M&A).London Partner Simon Arlington and London associate Luke Rowland advised on UK corporate matters relating to the Scheme.Other core team members included Tokyo of counsel Rika Saeki, Tokyo associates Ryota Nishikawa, Ning Ning, Yusaku Narita, and Rei Suzuki, London associates Omid Kheradmand, Sam Jeffreys, and William James Lyons Jay, and New York associates Stefan Rajiyah and Vonnie Nam.

MoFo Advises Kyowa Kirin on Acquisition of Orchard Therapeutics

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Gary has 30 years of experience advising clients on cross-border M&A and financing transactions. He has particular experience in the life sciences, tech, and media industries, where he has led on numerous inbound and outbound buyouts, joint ventures, and minority investments. Gary has advised on acquisitions in India, China, Brazil, Indonesia, Malaysia, Vietnam, and other parts of Southeast Asia, as well as in Europe and the United States. He counsels a variety of clients, including Daiwa Securities Group, FUJIFILM, the Hitachi Group, Mizuho Securities, SMBC Nikko Securities, and Taisho Pharmaceutical.Gary was born in Japan and is fluent in Japanese. During his law studies at Columbia University, he was a Harlan Fiske Stone scholar and a recipient of the Recognition of Achievement in International Law, with Honors. Gary also attended the University of Tokyo Graduate School from 1985 to 1987 as a Japan Ministry of Education Scholar.Gary is ranked as a Band 1 leading lawyer by Chambers Global and Chambers Asia-Pacific for his M&A and corporate law expertise. Gary has also been selected as a Stand-out Lawyer by Thomson Reuters 2023, selected every year for the A-List Japan’s Top 100 Lawyers by Asia Business Law Journal since 2021, and consistently selected as a leading lawyer in M&A and corporate law in Japan by The Legal 500 Asia Pacific (Hall of Fame), IFLR1000, and Best Lawyers. In Lexology Index (formerly Who’s Who Legal) 2023 and 2024, he was selected as Thought Leaders for M&A in Japan.

Gary Mitchel Smith

Partner

Masato Hayakawa is a partner in the Technology Transactions Group of Morrison Foerster’s Tokyo Office. Prior to joining the firm’s Tokyo Office, he practiced in the San Francisco Office for several years. His practice is concentrated on transactions and counseling involving intellectual property, including structuring and negotiating license agreements, technology transfers, adversarial patent litigation settlements, outsourcing arrangements, joint development agreements and other intellectual property matters relevant to technology companies.Masato is also very experienced in the intellectual property aspects of mergers and acquisitions. He advises clients, both emerging and established companies, from a range of industries. For example, Masato has counseled companies in the pharmaceutical and medical device industries, semiconductor technology companies, financial institutions, and multinational technology conglomerates. He has extensive experience in cross-border transactions, having worked on major transactions in the United States, Asia, and Europe, and he is fluent in Japanese.The 2021 edition of Chambers Asia-Pacific noted that “In addition to deep experience and unsurpassed knowledge as an IP practitioner, he brings a deal lawyer's approach to the negotiating table.”Masato has provided legal services on a pro bono basis to a number of non-profit organizations such as The Yale Law Journal, Medecins Sans Frontieres (Doctors Without Borders) of Japan, Lutheran Social Services of Northern California, and HAND (Helping After Neonatal Death). Masato also serves on the Alumni Advisory Board of The Yale Law Journal.Masato received his A.B. degree from the University of California, Berkeley, graduating with highest honors. He earned his J.D. degree from the Yale Law School, where he served as an articles editor of the Yale Journal of International Law and later as managing editor of The Yale Law Journal. Masato is admitted to practice in California and as a Gaikokuho-Jimu-Bengoshi in Japan.

Masato Hayakawa

Joe Sulzbach is a partner in the Corporate Transactional group, focusing on mergers and acquisitions and private equity. Joe has represented numerous public and private entities in a variety of transactions, including domestic and cross-border merger and acquisition transactions, private equity transactions, joint ventures, and corporate governance matters. He has advised a broad range of clients across industries, including technology, media, and telecom (TMT), industrial, chemicals, consumer goods and retail, energy, healthcare and pharmaceuticals, and real estate.Joe has also represented a number of companies in engagements with activist stockholders, including in responding to Starboard Value, Carl Icahn, Elliott Management, JANA Partners, Farallon Capital Management, and VIEX Capital.In addition, Joe has represented investment banking firms and financial advisors in a variety of significant transactions, including representation of Qatalyst Partners, Evercore Partners, Ducera Securities, and Solomon Partners.Select examples of Joe’s experience include the following representations:<ul><li>U.S. Silica Holdings, Inc. in its $1.85 billion sale to entities affiliated with Apollo Global Management.</li><li>Centuri Holdings and parent company Southwest Gas Holdings in Centuri’s $353 million IPO and concurrent private placement.</li><li>The rock band KISS and its co-founders Gene Simmons and Paul Stanley in the sale of substantially all rights related to KISS to Pophouse Entertainment.</li></ul><ul><li>Sekisui House, Ltd. in its $4.9 billion acquisition of M.D.C. Holdings, Inc.</li><li>Astellas Pharma Inc. in its $175 million acquisition of Propella Therapeutics, Inc.</li></ul><ul><li dir="ltr">Southwest Gas Holdings, Inc. in its adoption of a Tax-Free Spin Protection Plan.</li><li dir="ltr">Kyowa Kirin Co., Ltd. in its up to $477 million acquisition of Orchard Therapeutics plc, including CVR payment.</li><li dir="ltr">Sugar Foods Corporation in its sale to Pritzker Private Capital.</li></ul><ul><li>The News Lens Co., Ltd. in its $275 million business combination with Blue Ocean Acquisition Corporation.</li></ul><ul><li>Upland Software, Inc. in its adoption of a Tax Benefit Preservation Plan.</li></ul><ul><li>The Board of Directors and Special Committee of Toshiba in the $15.2 billion takeover of Toshiba by a consortium led by Japan Industrial Partners.</li><li>Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li></ul><ul><li>AgroFresh Solutions, Inc. in its $545 million going-private acquisition by Paine Schwartz Partners.</li><li>Unity Software Inc. in multiple transactions, including its all-stock $4.4 billion acquisition of ironSource and Unity’s concurrent $1 billion PIPE investment by Silver Lake and Sequoia, and in response to the related $13.6 billion unsolicited acquisition proposal from AppLovin Corporation.</li><li>Southwest Gas Holdings, Inc. in its defense against a hostile tender offer and proxy contest for board control by Carl Icahn, including adoption of a shareholder rights plan, and negotiated resolution.</li><li>Marrone Bio Innovations in its $244 million acquisition by Bioceres Crop Solutions Corp. in a stock-for-stock merger.</li><li>Paine Schwartz Partners, a global leader in sustainable food chain investing, in its new platform investment in Registrar Corp., a leading provider of supply chain compliance software and services to domestic and foreign food and beverage, medical device, pharmaceutical, and cosmetic customers.</li><li>Silver Crest Acquisition Corporation in its $1.7 billion business combination with TH International Limited (Tims China), a master franchisee and operator of Tim Hortons coffee shops in China.</li><li>Sky Harbour LLC in its $777 million business combination with Yellowstone Acquisition Company.</li><li>SoftBank Group Corp., as the largest investor in WeWork, in WeWork’s $9 billion business combination with BowX Acquisition Corp.</li><li>Leading provider of patient access and engagement platform in its sale to a publicly listed company.</li><li>ON Semiconductor Corporation in its adoption of a shareholder rights plan.</li><li>Whitestone REIT in its adoption of a shareholder rights plan.</li><li>Exantas Capital Corp. in the acquisition of its external management contract by ACRES Capital Corp. from C-III Capital Partners LLC, and $375 million financing from MassMutual and Oaktree Capital Management.</li><li>NTT Communications Corporation and Secure-24 in the acquisition of SymSoft Holding Inc. and Symmetry Holding Inc. from Symmetry Holdings, LLC, a portfolio company of Great Hill Equity Partners.</li><li>Kirin Holdings Company, Limited in its acquisition of approximately 40% of the capital stock of Thorne Holding Corp.</li><li>Rao’s Specialty Foods, Inc. in its sale to Sovos Brands, an affiliate of funds managed by Advent International.</li><li>JERA in its sale of a minority interest in Cricket Valley Energy Center to Development Bank of Japan.</li><li>JERA in the acquisition of a 43% stake in Cricket Valley Energy Center, the developer of a 1,000 MW natural gas-fired power plant located in Dover, New York.</li><li>Renesas Electronics in its $3.2 billion acquisition of Intersil Corporation.</li><li>DaVita HealthCare Partners in its acquisition of Renal Ventures Limited.</li><li>Inovalon Holdings, Inc. in its acquisition of Creehan Holding Co., Inc.</li><li>Inovalon Holdings, Inc. in its acquisition of Avalere Health, Inc.</li><li>GLP Pte. Ltd. in the acquisition of a $4.55 billion U.S. logistics portfolio from Industrial Income Trust.</li><li>JLB Group, LLC in its acquisition of Sneakz, LLC.</li><li>Futamura Chemical Co., Ltd. in its acquisition of the cellulose business of Innovia Films.</li><li>Kirin Holdings Company, Limited in its acquisition of approximately 24.5% of the capital stock of The Brooklyn Brewery Corporation.</li></ul>

Joseph Sulzbach

Rika Saeki is an of counsel based in the firm’s Tokyo office. Rika’s practice focuses on the representation of clients in a wide range of cross-border business transactions including mergers and acquisitions, joint ventures, strategic alliances and other commercial transactions. Rika also has experience in assisting clients on commercial disputes and sensitive internal investigations in Japan.Rika received her B.A. degree from Northwestern University in 1990 and her J.D. degree from IIT-Chicago Kent College of Law in 1993. In 2003 she was seconded for six months to the legal department of a major Japanese IT conglomerate. Rika is fluent in English and Japanese.

Rika Saeki

Of Counsel

Adam Harris is an associate in the Corporate and Capital Markets Groups of Morrison Foerster’s Tokyo office.Adam received his J.D. from Duke University School of Law, where he was a senior staff editor for the Duke Journal of Constitutional Law & Public Policy. He received his B.A. from University of North Carolina, Chapel Hill.Adam has been recognized by The Best Lawyers in Japan in its “Ones to Watch” category for Capital Markets Law.

Adam Harris

Associate

Simon Arlington is a partner based in the Corporate Group focusing on M&A and private equity.Simon represents clients across all aspects of M&A and private equity, including raising capital, acquisitions, disposals, investments, and joint ventures, together with corporate governance, portfolio company transactions, and incentive schemes.He focuses on complex cross-border matters, and his experience spans several industry sectors, including food & agriculture, retail, pharmaceuticals and biotech, financial services, natural resources, real estate, and technology.Prior to joining Morrison Foerster, Simon worked at several international law firms. He has spent time on secondment at a PE fund with global interests in the natural resources and energy sector and trained at a magic circle law firm.

Simon Arlington

Luke Rowland is an of counsel based in the London office of Morrison Foerster and is a member of the Corporate M&A Group.Luke advises clients on a range of corporate transactions, including mergers and acquisitions, takeovers, joint ventures and general corporate matters. He has particular experience advising clients on significant, cross-border public and private M&A across a range of sectors, including financial services, life sciences, AI, and technology, media and digital.<h4>Representative Experience</h4><ul><li>SoftBank Group Corp. on its acquisition of Graphcore Limited, a UK-based semiconductor and microprocessor developer.</li><li>SoftBank Group Corp. on its acquisition of Balyo S.A., a robotics company listed on the Paris Bourse.</li><li>ARKA Group, L.P. on its acquisition of Lumacron Technology Limited, a developer of commercial solutions for optical network access.</li><li>Kyowa Kirin Co., Ltd. on its acquisition of Orchard Therapeutics plc, a global gene therapy leader listed on NASDAQ.</li><li>Breedon Group, a leading vertically-integrated construction materials group, in its class 2 acquisition of BMC Enterprises Inc., a supplier of ready-mixed concrete, aggregates and building products in St Louis, for an enterprise value of $300 million.</li><li>John Wood Group plc on the disposal of its Built Environment consulting business to WSP Global, Inc. for gross proceeds of approximately $1.9 billion.</li><li>Meggitt PLC on the recommended cash offer by Parker-Hannifin Corporation, valuing Meggitt at approximately £6.3 billion.</li><li>Shire PLC on the recommendation cash and share offer by Takeda Pharmaceutical Company Limited, valuing Shire at £46 billion.</li><li>FWD Group on its acquisition of SCB Life Assurance and the associated long-term exclusive bancassurance partnership with Siam Commercial Bank for an aggregate consideration of US$3 billion.</li><li>The Luxembourg Stock Exchange on the sale of its wholly owned subsidiary, Fundsquare to FE fundinfo and LuxSE’s rollover investment into FE fundinfo.</li></ul>

Luke Rowland

Ning Ning is a corporate associate in Morrison Foerster’s Tokyo office.Ning received her J.D. from Duke University School of Law, where she served as a student attorney for the Start-Up Ventures Clinic and represented early-stage businesses on a variety of corporate matters. She received her B.A. in Psychology and in Japanese with honors from Washington University in St. Louis. From 2010 to 2012, Ning studied at Waseda University in Tokyo and was a recipient of the 125th Anniversary Scholarships. Ning is fluent in English and Mandarin.Ning has been recognized by The Best Lawyers in Japan in its “Ones to Watch” category for Corporate and M&A Law.

Ning Ning

Yusaku M. Narita is a corporate associate in the Tokyo office of Morrison Foerster.Yusaku earned his J.D. from Cornell Law School, where he served as the Note Editor for the Cornell Journal of Law and Public Policy. He received his B.A. from the University of California, San Diego.﻿Yusaku is admitted to practice law in the state of California. He is fluent in English and Japanese.

Yusaku Narita

Rei Suzuki is an associate of Morrison Foerster Law Offices.Rei received her LL.B. from Keio University in 2011, and her J.D. from Keio University Law School in 2014. She completed her training at the Legal Training and Research Institute of Japan in December 2017 (70th trainee). Rei is a bengoshi admitted to practice in Japan (member of the Daini Tokyo Bar Association) and a qualified lawyer in California.

Rei Suzuki

Omid Kheradmand is an Associate based in the London office of Morrison & Foerster and is a member of the Corporate Group.Omid advises clients on a wide range of corporate matters, including mergers and acquisitions, capital markets, private equity, joint ventures, corporate restructurings, and general corporate advisory matters. He has experience advising multinational organizations, private equity investors, management teams and high net worth individuals across a number of industry sectors, including technology, telecommunications, energy and real estate.Omid studied LL.B Law (Hons) (First Class) at the University of Manchester and was subsequently awarded his LL.M (Distinction) in Public International Law, also from the University of Manchester. He then completed his Legal Practice Course at BPP University in 2017.Before joining Morrison & Foerster, Omid trained and practiced at an international law firm. During this time, he also spent six months seconded to his firm’s Paris office.Omid is qualified as a solicitor in England & Wales. Omid is fluent in Farsi.<h4>Representative Matters*</h4><ul><li>Client in the telecommunications sector on a £1bn disposal by way of an auction process, which involved a three corner demerger by way of a reduction of capital to demerge the target group.</li><li>Cell and Gene Therapy Catapult, a UK government backed entity, on an acquisition of the business and assets of a vaccine manufacturer.</li><li>Eutelsat SA, a French listed company, on its acquisition of a European satellite broadband business.</li><li>Arcline Capital Partners LP on its acquisition of ChargePoint Technology Holdings.</li></ul>*Some matters may have been completed prior to joining Morrison & Foerster.

Omid Kheradmand

William Jay is an associate based in the London office of Morrison Foerster and is a member of the Corporate Group.William advises clients on international and domestic M&A, joint ventures, minority investments/venture financings and a wide range of other corporate and commercial matters (including corporate restructuring and general corporate advisory matters). He has experience advising multinational companies, major financial institutions and private equity investors across various sectors including technology, food/ag, energy, construction, real estate and healthcare.William trained at Morrison Foerster, gaining experience in the following practice areas: Private Equity Real Estate, Real Estate Finance, Leveraged Finance, Debt Capital Markets, Data Privacy, Employment and Corporate M&A. During this time, William also spent six months seconded to the London office of an international financial institution.Before joining Morrison Foerster, William was a Legal Assistant (specializing in leveraged finance) in the London office of an international law firm and a paralegal (specializing in corporate M&A) at a FTSE 200 company.<h4>Representative Experience</h4><ul><li>Kyowa Kirin Co., Ltd., a Japan-based global specialty pharmaceutical company creating innovative medical solutions utilizing the latest biotechnology, in its $387.4 million acquisition of Orchard Therapeutics plc, a global gene therapy leader.</li><li>Eurohold on the debt financing elements of its EUR 335 million acquisition of CEZ Bulgaria’s power distribution network.</li><li>SoftBank in connection with a joint venture with OYO Rooms which will operate in the premium hotels and hospitality segment in India.</li><li>Alpine Investors and its portfolio company Predictis in the acquisition of Uplisting Limited, which provides all-in-one vacation rental and channel management software.</li><li>Kingsley Gate Partners, a global, tech-enabled, executive search firm backed by Crescent Cove Advisors, in its acquisition of The Omerta Group, a leading executive search firm specializing in financial services.</li></ul>

William Jay

Stefan Rajiyah is a corporate associate in Morrison Foerster’s New York office and a member of the firm’s Social Enterprise and Impact Investing Group.Stefan advises social enterprises on a diverse range of transactional matters. He also counsels public and private companies in connection with M&A and other transactional matters.Prior to joining Morrison Foerster, Stefan was an associate in the corporate department of another law firm based in New York. Stefan received his J.D., magna cum laude, from New York University School of Law where he was a member of the Order of the Coif and an Executive Editor for the New York University Law Review. Stefan received his B.S.F.S., magna cum laude, in International Politics from the Walsh School of Foreign Service at Georgetown University where he was Phi Beta Kappa.

Stefan Rajiyah

Vonnie Nam is a corporate associate in the firm's New York office.Vonnie has experience in corporate and securities transactions, including mergers and acquisitions, securities offerings and general corporate governance matters. Before joining Morrison & Foerster’s Corporate Department, Vonnie was a summer associate in the New York office.Vonnie earned her J.D. from the New York University School of Law, where she was a member of the Business Law Transactions Clinic. She holds a B.S. in Media, Culture, and Communications, cum laude, from New York University.<h4>Representative Experience</h4><ul><li>Honey Birdette, the fast-growing, luxury lingerie and lifestyle brand, and its sellers, in the USD333 million sale to PLBY Group, Inc. (Nasdaq: PLBY), a leading pleasure and leisure lifestyle company and owner of Playboy.</li></ul>