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 and X.
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.