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 and X.
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.