REG - Syncona Limited - Century Therapeutics to acquire Clade Therapeutics

SynconaAnnouncement

11/04/2024 12:15

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RNS Number : 2914K  Syncona Limited  11 April 2024

Syncona Limited

Century Therapeutics to acquire Clade Therapeutics

 

11 April 2024

·      Agreement reached for Clade to be acquired by Century for up to
$45 million (£35.9 million)

·     Up-front consideration of $35 million (£27.9 million) in a
combination of cash and shares in Century, along with $10 million (£8.0
million) in potential milestone payments

·     Syncona's ownership position of Clade is 22%; up-front consideration
to Syncona at closing is estimated to be $9.3 million (£7.4 million), an
estimated £16.1 million write down from the 31 December 2023 valuation of
£23.5 million

·     Sale of Clade is in line with Syncona's focus on allocating
capital towards assets in the portfolio that can deliver clinical data in the
near term

Syncona Ltd ("Syncona" or the "Company"), a leading life science investor
focused on creating, building and scaling global leaders in life science,
today announces that an agreement has been reached for the sale of its
portfolio company Clade Therapeutics ("Clade") to Century Therapeutics
("Century"), a biotechnology company developing induced pluripotent stem cell
(iPSC)-derived cell therapies, for up to $45 million (£35.9 million) 1 .

Syncona committed $30 million to Clade in August 2021 alongside a syndicate of
specialist investors as part of a $87 million Series A financing. Since its
foundation, Clade has made significant scientific progress. The company
requires significant capital to progress to the clinic and despite the
positive scientific progress to-date as well as the potential of its
technology, access to significant third-party capital has been challenging, in
line with the broader market conditions for pre-clinical biotechnology
companies.

Against this challenging market backdrop, Syncona has prioritised capital allocation to its assets that can deliver clinical data in the near term. Alongside this, Syncona has also worked with its portfolio companies to widen financing syndicates, streamline pipelines and budgets, and explored creative financing solutions and consolidations. The sale of Clade to Century is in line with this approach.

The total potential consideration of up to $45 million (£35.9 million)
includes up-front consideration of $35 million (£27.9 million) in a
combination of cash and shares in Century. Future milestones have the
potential of generating further consideration and if received in full will
result in a further $10 million (£8.0 million) in consideration. For its 22%
ownership position in Clade, Syncona anticipates up-front consideration at
closing to be $9.3 million (£7.4 million) 2 , an estimated £16.1 million
write down from the 31 December 2023 valuation of £23.5 million 3 .

Chris Hollowood, CEO of Syncona Investment Management Limited, said: "Against
a challenging market backdrop over the last 18 months, Syncona has prioritised
capital allocation towards assets that can achieve clinical data in the near
term. The sale of Clade to Century is in line with this approach. Since we
invested in Clade in 2021, the team has made significant progress developing
its differentiated pre-clinical technology. The market conditions the company
has faced have meant that it has been increasingly important for Clade to
access broader capabilities and improve capital efficiency to take their
technology forward. This transaction enables this and we would like to
congratulate them on this achievement. We look forward to redeploying the
proceeds and our resource in line with our capital allocation focus to
maximise value for shareholders as we emerge from the current market
conditions."

 

 ENDS 

 

Enquiries

 

Syncona Ltd

Annabel Clark / Fergus Witt

Tel: +44 (0) 7714 916615

 

FTI Consulting

Ben Atwell / Natalie Garland-Collins / Tim Stamper

Tel: +44 (0) 20 3727 1000

 

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.

 1  FX rates taken at 10 April 2024

 2  Syncona in receipt of 27% share of up-front consideration

 3  Estimated write down calculated based on up-front consideration and does
not take into account the potential risk-adjusted and discounted valuation of
the milestone payments (where Syncona's maximum entitlement is $2.5 million)

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