REG - Syncona Limited - Acquisition of Freeline Becomes Effective

SynconaAnnouncement

20/02/2024 12:15

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RNS Number : 7930D  Syncona Limited  20 February 2024

Syncona Limited

 

Acquisition of Freeline Becomes Effective

 

20 February 2024

 

Syncona Ltd, a leading life science investor focused on creating, building and
scaling global leaders in life science, and Freeline Therapeutics Holdings plc
(Nasdaq: FRLN) ("Freeline") today announced that, in connection with Syncona's
acquisition of Freeline by way of a scheme of arrangement (the "Scheme"), the
Scheme has been sanctioned by the Court and the court order (together with a
copy of the scheme circular published by Freeline on 18 January 2024 (the
"Scheme Circular")) has been delivered to the Registrar of Companies.
Accordingly, the Scheme has become Effective in accordance with its terms and
the entire issued share capital of Freeline is now owned or controlled by
Syncona Portfolio Limited.

Capitalized terms in this announcement, unless otherwise defined, have the
same meanings as set out in the Scheme Circular.

Next steps and timetable

Scheme Shareholders on the register of shareholders of Freeline at 6.00 p.m.
(GMT) on February 19, 2024 will be entitled to receive $0.433333 in cash for
each Scheme Share held or $6.50 in cash per American Depositary Share of
Freeline ("ADSs").

Settlement of the consideration to which any Scheme Shareholder is entitled
will be effected by the dispatch of a check or electronic payment to the
Scheme Shareholder's specified account (for Scheme Shareholders holding Scheme
Shares in certificated form) or the crediting of a Scheme Shareholder's CREST
account (for Scheme Shareholders holding Scheme Shares in uncertificated form)
as soon as practicable and, in any event, not later than 14 days after the
Effective Date. Accordingly, March 4, 2024 is the latest date for the dispatch
of checks and settlement of the consideration as set out in the Scheme
Circular. Payment of the consideration, without interest and net of any
applicable withholding taxes and Depositary fees, will be made to Freeline ADS
Holders as soon as practicable after Citibank, N.A., the ADS depositary,
receives the aggregate consideration payable to Freeline ADS Holders from
Computershare, the Company's receiving agent.

In connection with the Scheme becoming Effective, the ADSs will be de-listed
from the Nasdaq Capital Market ("Nasdaq"), and the last day of trading in the
ADSs on Nasdaq was February 16, 2024.

Board changes

As the Scheme has now become Effective, Julia Gregory, Martin Andrews, Jeffrey
Chodakewitz, Colin Love and Paul Schneider have stepped down from the Freeline
Board.

 ENDS 

Syncona Investor and Media Contacts

Investor - Syncona

 

Annabel Clark / Fergus Witt

Tel: +44 (0) 20 3981 7940

 

Media - FTI Consulting

 

Ben Atwell / Natalie Garland-Collins / Tim Stamper

Tel: +44 (0) 20 3727 1000

 

Freeline Investor and Media Contact

Naomi Aoki

naomi.aoki@freeline.life

Senior Vice President, Head of Investor Relations & Corporate
Communications

+ 1 617 283 4298

 

About Syncona

Syncona's purpose is to invest to extend and enhance human life. We do this by
creating and building companies to deliver transformational treatments to
patients in areas of high unmet need.

Our strategy is to create, build and scale companies around exceptional
science to create a diversified portfolio of 20-25 globally leading healthcare
businesses, across development stage and therapeutic areas, for the benefit of
all our stakeholders. We focus on developing treatments for patients by
working in close partnership with world-class academic founders and management
teams. Our balance sheet underpins our strategy enabling us to take a
long-term view as we look to improve the lives of patients with no or poor
treatment options, build sustainable life science companies and deliver strong
risk-adjusted returns to shareholders.

Syncona Limited seeks to achieve returns over the long term. Investors should
seek to ensure they understand the risks and opportunities of an investment
in Syncona Limited, including the information in our published documentation,
before investing.

About Freeline Therapeutics

Freeline is a clinical-stage biotechnology company focused on developing
transformative gene therapies for chronic debilitating diseases. Freeline uses
its proprietary, rationally designed AAV vector and capsid (AAVS3), along with
novel promoters and transgenes, to deliver a functional copy of a therapeutic
gene into human liver cells, thereby expressing a persistent functional level
of the missing or dysfunctional protein into a patient's bloodstream. Freeline
is currently advancing FLT201, a highly differentiated gene therapy candidate
that delivers a novel transgene, in a Phase 1/2 clinical trial in people with
Gaucher disease type 1. Freeline has additional programs in research,
including one focused on GBA1-linked Parkinson's disease that leverages the
same novel transgene as FLT201. Freeline is headquartered in the UK and has
operations in the United States. For more information, visit www.freeline.life
or connect with Freeline on LinkedIn
(https://www.linkedin.com/company/freelinelife/) and X
(https://twitter.com/FreelineLife) .

Forward-Looking Statements

This announcement contains statements that constitute "forward-looking
statements" as that term is defined in the United States Private Securities
Litigation Reform Act of 1995, including statements that express the opinions,
expectations, beliefs, plans, objectives, assumptions or projections of
Freeline regarding future events or future results, in contrast with
statements that reflect historical facts. All statements, other than
historical facts, including statements regarding the anticipated benefits of
the Acquisition, the closing of the Acquisition and de-listing of the ADSs,
are forward-looking statements. In some cases, you can identify such
forward-looking statements by terminology such as "anticipate," "intend,"
"believe," "estimate," "plan," "seek," "project," "expect," "may," "will,"
"would," "could" or "should," the negative of these terms or similar
expressions. Forward-looking statements are based on management's current
beliefs and assumptions and on information currently available to Freeline,
and you should not place undue reliance on such statements. Forward-looking
statements are subject to many risks and uncertainties, including (1) the risk
that the Acquisition disrupts the parties' current operations or affects their
ability to retain or recruit key employees; (2) the possible diversion of
management time on Acquisition-related issues; (3) litigation relating to the
Acquisition; (4) unexpected costs, charges or expenses resulting from the
Acquisition; and (5) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
Acquisition. Such risks and uncertainties may cause the statements to be
inaccurate and readers are cautioned not to place undue reliance on such
statements. Freeline cannot guarantee that any forward-looking statement will
be realized. Should known or unknown risks or uncertainties materialize or
should underlying assumptions prove inaccurate, actual results could vary
materially from past results and those anticipated, estimated, or projected.
Investors are cautioned not to put undue reliance on forward-looking
statements. A further list and description of risks, uncertainties, and other
matters can be found in Freeline's Annual Report on Form 20-F for the fiscal
year ended December 31, 2022, and in subsequent reports on Form 6-K, in each
case including in the sections thereof captioned "Cautionary Statement
Regarding Forward-Looking Statements" and "Item 3.D. Risk factors." Many of
these risks are outside of Freeline's control and could cause its actual
results to differ materially from those it thought would occur. The
forward-looking statements included in this announcement are made only as of
the date hereof. Freeline does not undertake, and specifically declines, any
obligation to update any such statements or to publicly announce the results
of any revisions to any such statements to reflect future events or
developments, except as required by law. For further information, please refer
to Freeline's reports and documents filed with the SEC. You may review these
documents by visiting EDGAR on the SEC website at www.sec.gov.

 

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