REG - Syncona Limited - Freeline Shareholders Approve Acquisition

SynconaAnnouncement

12/02/2024 16:45

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RNS Number : 8713C  Syncona Limited  12 February 2024

Syncona Limited

 

Freeline Shareholders Approve Acquisition by Syncona

 

12 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 Freeline's shareholders have
approved the proposal for Bidco 1354 Limited ("Bidco"), a wholly owned
subsidiary of Syncona Portfolio Limited ("Syncona Portfolio"), to acquire all
shares of Freeline not currently owned by Syncona Portfolio for $6.50 per
American Depositary Share ("ADS") in cash (the "Acquisition"). As previously
announced, Freeline and Bidco entered into an implementation agreement on
November 22, 2023 to implement the Acquisition by means of a scheme of
arrangement pursuant to Part 26 of the UK Companies Act 2006 (the "Scheme").

 

Voting results of the Court Meeting and General Meeting

 

At the Court Meeting, a majority in number of Scheme Shareholders who voted
(either in person or by proxy) and who together represented 95.74 percent in
value of all Scheme Shares voted by such Scheme Shareholders, voted in favor
of the resolution to approve the Scheme. The resolution was accordingly
passed.

 

At the General Meeting, 98.08 percent of votes were cast in favor of the
resolution to approve the implementation of the Scheme, including the adoption
of the amended articles of association of Freeline. The resolution was passed
by the requisite majority of Freeline shareholders and was accordingly passed.

 

The full text of the resolutions put to the Court Meeting and General Meeting
are set out in the scheme circular published by Freeline on January 18, 2024
(the "Scheme Circular").

 

The Acquisition remains subject to: (i) the sanction of the Scheme by the High
Court of Justice of England and Wales, which is set to take place on February
19, 2024; (ii) the delivery of a copy of the Court Order to the Registrar of
Companies; and (iii) the satisfaction or waiver (if applicable) of certain
other customary closing conditions as set out in Part IV of the Scheme
Circular. Subject to the foregoing, the Scheme is expected to become Effective
on February 20, 2024.

 

In connection with the Scheme and subject to the Scheme becoming Effective, it
is expected that the ADSs will be delisted from Nasdaq. The last day of
trading in the ADSs on Nasdaq is expected to be February 16, 2024.

 

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

 

Chris Hollowood, CEO of Syncona Investment Management Limited, said: "We are
delighted our proposal to acquire Freeline has been approved by the required
majority of Freeline shareholders. We continue to be encouraged by the data
published from its FLT201 Gaucher programme. The challenging market conditions
impacting the biotech sector have presented a differentiated opportunity to
take the company private, which we believe will provide the best route to
potential risk-adjusted returns for our shareholders. It is an exciting
milestone for the company, and we look forward to continuing to work closely
alongside the Freeline management team to progress this potentially
transformative therapy through the clinic and towards patients."

 

Michael Parini, CEO of Freeline Therapeutics, said: "Our goal at Freeline is
to bring life-changing gene therapies to people with chronic debilitating
diseases, starting with FLT201, our highly differentiated AAV gene therapy
candidate for Gaucher disease. We believe the acquisition by Syncona, which
will result in Freeline becoming a private company, provides the best path
forward for us to do that in this current environment, and we are grateful for
the overwhelming support shown by our shareholders."

 

 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) .

Important Notices

The City Code on Takeovers and Mergers

The City Code on Takeovers and Mergers does not apply to the Acquisition.

Further Information

Freeline has furnished to the SEC under cover of a Report of Foreign Private
Issuer on Form 6-K and mailed or otherwise provided to its shareholders the
Scheme Circular containing information on the Scheme and the Acquisition. In
addition, on December 8, 2023, Freeline, together with Syncona Portfolio and
other entities and persons specified therein, filed a Transaction Statement on
Schedule 13E-3 relating to the Acquisition (as further amended on January 17,
2024, the "Transaction Statement").  This announcement is not a substitute
for the Transaction Statement, Scheme Circular, or any other document that may
be filed or furnished by Freeline with or to the SEC. The Acquisition will be
made solely by the Scheme Circular, which contains the full terms and
conditions of the Acquisition. INVESTORS AND SECURITY HOLDERS ARE URGED TO
CAREFULLY READ THE ENTIRE TRANSACTION STATEMENT AND SCHEME CIRCULAR (WHICH
INCLUDES AN EXPLANATORY STATEMENT IN RESPECT OF THE SCHEME IN ACCORDANCE WITH
THE REQUIREMENTS OF THE U.K. COMPANIES ACT 2006) AND OTHER RELEVANT DOCUMENTS
AS AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT FREELINE, THE ACQUISITION AND RELATED MATTERS. You may
obtain copies of the Scheme Circular and the Transaction Statement, as well as
all documents filed with or furnished to the SEC regarding the Acquisition,
free of charge, at the SEC's website (www.sec.gov) or from Freeline at
https://www.freeline.life or by directing a request to Freeline at
investor@freeline.life. This announcement does not constitute a prospectus or
a prospectus equivalent document.

No Offer or Solicitation

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or the solicitation of
an offer to subscribe for or buy or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of
applicable law.

Information for Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and the United States may be restricted by
law and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom or the United States (including any jurisdiction
where local laws or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the Acquisition is
sent or made available to shareholders of Freeline in that jurisdiction (a
"Restricted Jurisdiction")) should inform themselves about, and observe, any
applicable legal or regulatory requirements. Any failure to comply with
applicable legal or regulatory requirements of any jurisdiction may constitute
a violation of securities laws in that jurisdiction. This announcement has
been prepared for the purpose of complying with English law and the
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
of jurisdictions outside England.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the acquisition.

If the Acquisition is implemented by way of a Takeover Offer (within the
meaning of section 974 of the Companies Act 2006 (as amended from time to
time)), such Takeover Offer may not (unless otherwise permitted by applicable
law and regulation) be made, directly or indirectly, in or into or by use of
the mails or any other means or instrumentality (including, without
limitation, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Acquisition will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to shareholders of Freeline in overseas
jurisdictions are contained in the Transaction Statement and the Scheme
Circular.

Notice to United States Freeline Shareholders

The Acquisition relates to the shares of a UK company and is being made by
means of a scheme of arrangement provided for under Part 26 of the Act. The
Acquisition is to be implemented by way of a scheme of arrangement. If, in the
future, Bidco exercises its right to elect to implement the Acquisition by way
of a takeover offer (within the meaning of section 974 of the Companies Act
2006 (as amended from time to time)), subject to the terms of the
Implementation Agreement (the "Takeover Offer"), and determines to extend the
Takeover Offer into the U.S., the Acquisition will be made in compliance with
applicable U.S. laws and regulations.

It may be difficult for U.S. shareholders of Freeline and holders of ADSs to
enforce their rights and any claim arising out of the U.S. federal securities
laws, because Freeline is located outside of the U.S., and some or all of its
officers and directors are residents of countries outside of the U.S.
shareholders of Freeline and holders of ADSs may not be able to sue a non-U.S.
company or its officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, it may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's judgment.

U.S. shareholders of Freeline and holders of ADSs also should be aware that
the Acquisition may have tax consequences in the U.S. A summary of certain
United Kingdom and United States taxation consequences of the implementation
of the Scheme for certain shareholders of Freeline and holders of ADSs is set
out in the Scheme Circular. U.S. shareholders of Freeline and holders of ADSs
are urged to consult with legal, tax and financial advisers in connection with
making a decision regarding the Acquisition.

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 expected time of effectiveness of the Scheme, the
implementation of the Scheme, the expected last day of trading in the ADSs on
Nasdaq and the suspension of trading in the ADSs on Nasdaq, are
forward-looking statements. In some cases, you can identify such
forward-looking statements by terminology such as "anticipate," "intend,"
"believe," "estimate," "plan," "goal," "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
Acquisition is subject to the satisfaction or waiver of certain conditions,
including the sanction of the Scheme by the High Court of Justice in England
and Wales, which conditions may not be satisfied or waived; (2) the occurrence
of any event, change or circumstance that may impact delivery of the court
order to the Registrar of Companies, the effectiveness of the Scheme, the
expected last day of trading in the ADSs on Nasdaq or the suspension of
trading in the ADSs on Nasdaq; (3) uncertainties as to the timing of the
consummation of the Acquisition and the ability of each party to consummate
the Acquisition; (4) the risk that the Acquisition disrupts the parties'
current operations or affects their ability to retain or recruit key
employees; (5) the possible diversion of management time on
acquisition-related issues; (6) litigation relating to the Acquisition; (7)
unexpected costs, charges or expenses resulting from the acquisition; and (8)
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 reference 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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