0000950170-24-007064.txt : 20240124
0000950170-24-007064.hdr.sgml : 20240124
20240124172008
ACCESSION NUMBER: 0000950170-24-007064
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240124
FILED AS OF DATE: 20240124
DATE AS OF CHANGE: 20240124
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Beck Joanne T.
CENTRAL INDEX KEY: 0001768045
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38722
FILM NUMBER: 24557698
MAIL ADDRESS:
STREET 1: C/O CATABASIS PHARMACEUTICALS, INC.
STREET 2: ONE KENDALL SQ, BLD. 1400E, SUITE B14202
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Orchard Therapeutics plc
CENTRAL INDEX KEY: 0001748907
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 245 HAMMERSMITH ROAD, 3RD FLOOR
CITY: LONDON
STATE: X0
ZIP: W6 8PW
BUSINESS PHONE: 011-44-0-203-3846700
MAIL ADDRESS:
STREET 1: 245 HAMMERSMITH ROAD, 3RD FLOOR
CITY: LONDON
STATE: X0
ZIP: W6 8PW
FORMER COMPANY:
FORMER CONFORMED NAME: Orchard Rx Ltd
DATE OF NAME CHANGE: 20180802
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0001748907
Orchard Therapeutics plc
ORTX
0001768045
Beck Joanne T.
C/O ORCHARD THERAPEUTICS PLC
245 HAMMERSMITH ROAD
LONDON
X0
W6 8PW
UNITED KINGDOM
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Ordinary Shares
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Ordinary Shares
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Ordinary Shares
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The ordinary shares, nominal value GBP 0.10 per share (the "Ordinary Shares") may be represented by American Depositary Shares ("ADSs"), each of which currently represents ten Ordinary Shares.
On January 24, 2024, Kyowa Kirin Co., Ltd., a Japanese joint stock company ("KKC") acquired all outstanding Ordinary Shares of Orchard Therapeutics plc, a public limited company incorporated in England and Wales (the "Company"), by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme of Arrangement"). At the effective time of the Scheme of Arrangement, each outstanding Ordinary Share of the Company was exchanged for an amount equal to (a) $1.60 in cash, without interest (the "Cash Consideration"), and (b) one contractual contingent value right (each, a "CVR"), each representing the right to receive a contingent payment of $0.10 in cash, without interest, if a certain milestone is achieved, pursuant to the Contingent Value Rights Agreement between KKC and a rights agent mutually agreeable to the Company and KKC.
(continued) In addition, each ADS of the Company was exchanged for an amount equal to (a) $16.00 in cash (less certain Orchard ADS Fees pursuant to the terms of the deposit agreement, dated as of November 2, 2018, as amended, by and among the Company, Citibank, N.A., as depositary, and all holders and beneficial owners of Orchard ADSs issued thereunder), and (b) 10 CVRs. The transaction is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 16, 2023.
Pursuant to the Transaction Agreement dated as of October 5, 2023 by and between KKC and the Company, these options were cancelled in exchange for (i) an amount in cash equal to the excess of the Cash Consideration over the per share exercise price of such options and (ii) one CVR.
/s/ Frank Thomas, Attorney-in-Fact
2024-01-24