REG - Syncona Limited - Proposal to acquire Freeline Therapeutics

SynconaAnnouncement

18/10/2023 11:00

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RNS Number : 5346Q  Syncona Limited  18 October 2023

Syncona Limited

 

 

Proposal to acquire Freeline Therapeutics

 

 

Syncona Ltd, a leading healthcare company focused on creating, building and
scaling global leaders in life science, announces that Syncona Investment
Management Limited, the investment manager, has submitted a non-binding
proposal to the special committee of the Board of Freeline Therapeutics
Holdings plc ("Freeline") for a transaction to acquire the entire share
capital not already owned by Syncona for an upfront cash payment of $5.00 per
American Depositary Share, representing a premium of 20% over the volume
weighted average price of $4.16 over the period since the release of
Freeline's recent clinical data release on 4 October 2023 until close on 16
October 2023. Syncona currently owns approximately 57.9% 1  (#_ftn1) of the
issued share capital of Freeline.

 

Syncona co-founded Freeline in 2015 and has been a long-term shareholder in
the business. Freeline is focused on its FLT201 gene therapy programme for the
treatment of Gaucher disease, a debilitating condition where there is a clear
need for better treatment options. Syncona believes the programme has the
potential to deliver a drug with transformational impact for patients and that
Freeline has a team that can execute effectively on that opportunity. Syncona
was pleased to see recent positive data from the first two patients in its
phase I/II trial, which demonstrated a compelling safety profile and robust
enzyme activity for FLT201.

 

Syncona intends to engage in discussions with Freeline and its representatives
concerning its proposal. There can be no certainty as to whether discussions
will occur, or if they do, the outcome of such discussions, and no assurances
can be given that the transaction will proceed. Syncona expects that a special
committee of Independent Directors of Freeline appointed by the Freeline
board, and advised by independent legal and financial advisors, will consider
the proposal. Chris Hollowood, who is Chief Executive Officer of Syncona
Investment Management Limited, and a current member of the Freeline board,
will not sit on the committee.

 

A copy of Syncona's proposal has been filed with the SEC in the United States
as an amendment to its 13D filing. Freeline has published a 6K filing noting
that it has received Syncona's proposal, available
https://freeline.life/investors/sec-filings/
(https://freeline.life/investors/sec-filings/) .  Syncona will continue to
keep the market updated as appropriate.

 

 

 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.

 

Copies of this press release and other corporate information can be found on
the company website at: www.synconaltd.com Forward-looking statements - this
announcement contains certain forward-looking statements with respect to the
portfolio of investments of Syncona Limited. These statements and forecasts
involve risk and uncertainty because they relate to events and depend upon
circumstances that may or may not occur in the future. There are a number of
factors that could cause actual results or developments to differ materially
from those expressed or implied by these forward-looking statements. In
particular, many companies in the Syncona Limited portfolio are conducting
scientific research and clinical trials where the outcome is inherently
uncertain and there is significant risk of negative results or adverse events
arising. In addition, many companies in the Syncona Limited portfolio have yet
to commercialise a product and their ability to do so may be affected by
operational, commercial and other risks.

 

 1  (#_ftnref1) Fully diluted ownership is 49% as at 30 June 2023

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