Syncona Limited Portfolio Company Extends Tender Offer to Acquire Applied Genetic Technologies Corporation
29 Noviembre 2022 - 7:00AM
Applied Genetic Technologies Corporation (“AGTC” or the “Company”)
(Nasdaq: AGTC), announced today that a portfolio company of Syncona
Limited (LON: SYNC) (“Syncona”) has extended the expiration of its
previously announced tender offer to purchase all of the issued and
outstanding shares of AGTC common stock for $0.34 per share in cash
at closing, plus up to an additional $0.73 per share payable
pursuant to contingent value rights (CVRs) upon the achievement of
specified milestones.
The tender offer has been extended until 5:00
p.m., Eastern Time, on November 30, 2022. The tender offer was
previously scheduled to expire at 5:00 p.m., Eastern Time, on
November 28, 2022. All other terms and conditions of the tender
offer remain unchanged during the extension period. The tender
offer is being extended in order to allow additional time for
shareholders to tender their shares and for shares tendered by
notice of guaranteed delivery to be received.
Computershare Trust Company, N.A., the
depositary for the offer, has advised that as of 5:00 p.m., Eastern
Time, on November 28, 2022, 30,947,430 shares of AGTC, representing
approximately 45.1% of the issued and outstanding shares of common
stock and restricted stock units, have been validly tendered and
not validly withdrawn pursuant to the Offer. Additionally, the
depositary has advised that an additional 4,627,261 shares had been
tendered by notice of guaranteed delivery, representing
approximately 6.7% of AGTC’s issued and outstanding shares of
common stock and restricted stock units. Holders that have
previously tendered their shares do not need to re-tender their
shares or take any other action in response to this extension.
Complete terms and conditions of the tender
offer are set forth in the Offer to Purchase, Letter of Transmittal
and other related materials, which have been filed by Syncona
Limited with the Securities and Exchange Commission (“SEC”) and
sent to shareholders. In addition, AGTC filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC that includes, among other things, the recommendation of AGTC’s
board of directors that AGTC stockholders tender all their shares
in the tender offer.
If you did not receive or cannot locate the
materials referenced above, please contact Georgeson LLC, the
information agent for the transaction, at (800) 279-6913. You may
also review the materials at our website at
https://ir.agtc.com/financial-information/sec-filings.
About AGTCAGTC is a
clinical-stage biotechnology company developing genetic therapies
for people with rare and debilitating ophthalmic, otologic and
central nervous system (CNS) diseases. AGTC is designing and
constructing critical gene therapy elements and bringing them
together to develop customized therapies with the potential to
address unmet patient needs. AGTC’s most advanced clinical programs
in XLRP and ACHM CNGB3 leverage its technology platform to
potentially improve vision for patients with inherited retinal
diseases. Its preclinical programs build on the AGTC’s AAV
manufacturing technology and scientific expertise. AGTC is
advancing multiple pipeline candidates to address substantial unmet
clinical needs in optogenetics, otology and CNS disorders, and has
entered into strategic collaborations with companies including
Bionic Sight, Inc., an innovator in the emerging field of
optogenetics and retinal coding, and Otonomy, Inc., a
biopharmaceutical company dedicated to the development of
innovative therapeutics for neurotology.
About Syncona LimitedSyncona's
purpose is to invest to extend and enhance human life. We do this
by founding and building companies to deliver transformational
treatments to patients in areas of high unmet need.
Our strategy is to found, build and fund
companies around exceptional science to create a diversified
portfolio of 15-20 globally leading healthcare businesses 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.
Additional Information and Where to Find
ItA tender offer statement on Schedule TO, including an
offer to purchase, a letter of transmittal and related documents,
have been filed with the SEC by subsidiaries of Syncona Limited,
and a Solicitation / Recommendation Statement on Schedule 14D-9 has
been filed with the SEC by the Company. The offer to purchase
shares of Company common stock is being made pursuant to the offer
to purchase, the letter of transmittal and related documents filed
as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION
/ RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
COMMON STOCK, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER
OFFER. Investors and security holders may obtain a free copy of
these statements and other documents filed with the SEC at the
website maintained by the SEC at www.sec.gov or by directing such
requests to Georgeson LLC, Information Agent for the Offer,
toll-free at (800) 279-6913. Investors may also obtain, at no
charge, the documents filed or furnished to the SEC by the Company
under the “Investors” section of the Company’s website at
www.AGTC.com.
Forward-looking StatementsThis
communication contains forward-looking statements. Forward-looking
statements are generally identified by the words “expects”,
“anticipates”, “believes”, “intends”, “estimates”, “plans”, “will
be” and similar expressions. These forward-looking statements
include, without limitation, statements related to the anticipated
consummation of the acquisition of the Company and the timing and
benefits thereof, the anticipated contingent value right payments,
and other statements that are not historical facts. These
forward-looking statements are based on the Company’s current
expectations and inherently involve significant risks and
uncertainties. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which
include, without limitation, risks related to the parties’ ability
to complete the transaction on the proposed terms and schedule;
whether the tender offer conditions will be satisfied; whether
sufficient stockholders of the Company tender their shares in the
transaction; the outcome of legal proceedings that may be
instituted against the Company and/or others relating to the
transaction; the failure (or delay) to receive the required
regulatory approvals relating to the transaction; the possibility
that competing offers will be made; risks relating to product
development and commercialization and demand for AGTC’s products
(and, as such, uncertainty that the milestones for the contingent
value right payments may not be achieved); and other risks related
to Company’s business detailed from time-to-time under the caption
“Risk Factors” and elsewhere in Company’s SEC filings and reports,
including their respective Annual Reports on Form 10-K for the year
ended June 30, 2022 and subsequent quarterly and current reports
filed with the SEC. Company undertakes no duty or obligation to
update any forward-looking statements contained in this report as a
result of new information, future events or changes in their
expectations, except as required by law.
IR Contact: David Carey Lazar FINN
PartnersT: (212) 867-1768 david.carey@finnpartners.com
Corporate Contact:Jonathan LieberChief
Financial OfficerApplied Genetic Technologies CorporationT: (617)
843-5778jlieber@agtc.com
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