LONDON, Feb. 12, 2024 (GLOBE NEWSWIRE) — Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (“Freeline”) and Syncona Ltd (“Syncona”) at present introduced that Freeline’s shareholders have permitted the proposal for Bidco 1354 Restricted (“Bidco”), a completely owned subsidiary of Syncona Portfolio Restricted (“Syncona Portfolio”), to accumulate all shares of Freeline not presently owned by Syncona Portfolio for $6.50 per American Depositary Share (“ADS”) in money (the “Acquisition”). As beforehand introduced, Freeline and Bidco entered into an implementation settlement on November 22, 2023 to implement the Acquisition by the use of a scheme of association pursuant to Half 26 of the UK Firms Act 2006 (the “Scheme”).
Voting outcomes of the Courtroom Assembly and Basic Assembly
On the Courtroom Assembly, a majority in variety of Scheme Shareholders who voted (both in individual or by proxy) and who collectively represented 95.74 p.c in worth of all Scheme Shares voted by such Scheme Shareholders, voted in favor of the decision to approve the Scheme. The decision was accordingly handed.
On the Basic Assembly, 98.08 p.c of votes have been solid in favor of the decision to approve the implementation of the Scheme, together with the adoption of the amended articles of affiliation of Freeline. The decision was handed by the requisite majority of Freeline shareholders and was accordingly handed.
The complete textual content of the resolutions put to the Courtroom Assembly and Basic Assembly are set out within the scheme round revealed by Freeline on January 18, 2024 (the “Scheme Round”).
The Acquisition stays topic to: (i) the sanction of the Scheme by the Excessive Courtroom of Justice of England and Wales, which is ready to happen on February 19, 2024; (ii) the supply of a duplicate of the Courtroom Order to the Registrar of Firms; and (iii) the satisfaction or waiver (if relevant) of sure different customary closing situations as set out in Half IV of the Scheme Round. Topic to the foregoing, the Scheme is anticipated to change into Efficient on February 20, 2024.
In reference to the Scheme and topic to the Scheme turning into Efficient, it’s anticipated that the ADSs might be delisted from Nasdaq. The final day of buying and selling within the ADSs on Nasdaq is anticipated to be February 16, 2024.
Capitalized phrases on this announcement, except in any other case outlined, have the identical meanings as set out within the Scheme Round.
Chris Hollowood, CEO of Syncona Funding Administration Restricted, stated: “We’re delighted our proposal to accumulate Freeline has been permitted by the required majority of Freeline shareholders. We proceed to be inspired by the info revealed from its FLT201 Gaucher programme. The difficult market situations impacting the biotech sector have offered a differentiated alternative to take the corporate non-public, which we consider will present the perfect path to potential risk-adjusted returns for our shareholders. It’s an thrilling milestone for the corporate, and we look ahead to persevering with to work carefully alongside the Freeline administration staff to progress this doubtlessly transformative remedy by means of the clinic and in the direction of sufferers.”
Michael Parini, CEO of Freeline Therapeutics, stated: “Our purpose at Freeline is to deliver life-changing gene therapies to individuals with persistent debilitating illnesses, beginning with FLT201, our extremely differentiated AAV gene remedy candidate for Gaucher illness. We consider the acquisition by Syncona, which can lead to Freeline turning into a non-public firm, supplies the perfect path ahead for us to do this on this present setting, and we’re grateful for the overwhelming assist proven by our shareholders.”
About Freeline Therapeutics
Freeline is a clinical-stage biotechnology firm targeted on creating transformative gene therapies for persistent debilitating illnesses. Freeline makes use of its proprietary, rationally designed AAV vector and capsid (AAVS3), together with novel promoters and transgenes, to ship a practical copy of a therapeutic gene into human liver cells, thereby expressing a persistent practical degree of the lacking or dysfunctional protein right into a affected person’s bloodstream. Freeline is presently advancing FLT201, a extremely differentiated gene remedy candidate that delivers a novel transgene, in a Part 1/2 medical trial in individuals with Gaucher illness kind 1. Freeline has further applications in analysis, together with one targeted on GBA1-linked Parkinson’s illness that leverages the identical novel transgene as FLT201. Freeline is headquartered within the UK and has operations in the US. For extra info, go to www.freeline.life or join with Freeline on LinkedIn and X.
About Syncona
Syncona’s function is to take a position to increase and improve human life. Syncona does this by creating and constructing firms to ship transformational therapies to sufferers in areas of excessive unmet want.
Syncona’s technique is to create, construct and scale firms round distinctive science to create a diversified portfolio of 20-25 globally main healthcare companies, throughout improvement stage and therapeutic areas, for the good thing about all its stakeholders. Syncona focuses on creating therapies for sufferers by working in shut partnership with world-class educational founders and administration groups. Syncona’s steadiness sheet underpins its technique enabling it to take a long-term view because it seems to enhance the lives of sufferers with no or poor therapy choices, construct sustainable life science firms and ship robust risk-adjusted returns to shareholders.
Syncona Restricted seeks to attain returns over the long run. Traders ought to search to make sure they perceive the dangers and alternatives of an funding in Syncona Restricted, together with the knowledge in Syncona’s revealed documentation, earlier than investing.
Essential Notices
The Metropolis Code on Takeovers and Mergers
The Metropolis Code on Takeovers and Mergers doesn’t apply to the Acquisition.
Additional Data
Freeline has furnished to the SEC underneath cowl of a Report of International Personal Issuer on Type 6-Ok and mailed or in any other case supplied to its shareholders the Scheme Round containing info on the Scheme and the Acquisition. As well as, on December 8, 2023, Freeline, along with Syncona Portfolio and different entities and individuals specified therein, filed a Transaction Assertion on Schedule 13E-3 referring to the Acquisition (as additional amended on January 17, 2024, the “Transaction Assertion”). This announcement will not be an alternative to the Transaction Assertion, Scheme Round, or another doc that could be filed or furnished by Freeline with or to the SEC. The Acquisition might be made solely by the Scheme Round, which comprises the complete phrases and situations 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.Ok. 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. It’s possible you’ll receive copies of the Scheme Round and the Transaction Assertion, in addition to all paperwork filed with or furnished to the SEC concerning the Acquisition, freed from cost, on the SEC’s web site (www.sec.gov) or from Freeline at https://www.freeline.life or by directing a request to Freeline at investor@freeline.life. This announcement doesn’t represent a prospectus or a prospectus equal doc.
No Provide or Solicitation
This announcement is for info functions solely and isn’t meant to and doesn’t represent, or kind a part of, a proposal to promote or the solicitation of a proposal to subscribe for or purchase or an invite to buy or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or in any other case, nor shall there be any sale, issuance or switch of securities in any jurisdiction in contravention of relevant regulation.
Data for Abroad Shareholders
The discharge, publication or distribution of this announcement in jurisdictions apart from the United Kingdom and the United States could also be restricted by regulation and due to this fact any individuals who’re topic to the legal guidelines of any jurisdiction apart from the UK or the US (together with any jurisdiction the place native legal guidelines or laws could lead to a major danger of civil, regulatory or legal publicity if info regarding the Acquisition is distributed or made out there to shareholders of Freeline in that jurisdiction (a “Restricted Jurisdiction”) ought to inform themselves about, and observe, any relevant authorized or regulatory necessities. Any failure to adjust to relevant authorized or regulatory necessities of any jurisdiction could represent a violation of securities legal guidelines in that jurisdiction. This announcement has been ready for the aim of complying with English regulation and the knowledge disclosed might not be the identical as that which might have been disclosed if this announcement had been ready in accordance with the legal guidelines of jurisdictions exterior England.
Copies of this announcement and any formal documentation referring to the Acquisition should not being, and should not be, immediately or not directly, mailed or in any other case forwarded, distributed or despatched in or into or from any Restricted Jurisdiction or any jurisdiction the place to take action would represent a violation of the legal guidelines of such jurisdiction and individuals receiving such paperwork (together with custodians, nominees and trustees) should not mail or in any other case ahead, distribute or ship them in or into or from any Restricted Jurisdiction. Doing so could render invalid any associated purported vote in respect of acceptance of the acquisition.
If the Acquisition is applied by means of a Takeover Provide (throughout the that means of part 974 of the Firms Act 2006 (as amended now and again)), such Takeover Provide could not (except in any other case permitted by relevant regulation and regulation) be made, immediately or not directly, in or into or by use of the mails or another means or instrumentality (together with, with out limitation, facsimile, e-mail or different digital transmission, telex or phone) of interstate or overseas commerce of, or any facility of a nationwide, state or different securities change of any Restricted Jurisdiction and the Acquisition is not going to be able to acceptance by any such use, means, instrumentality or services or from inside any Restricted Jurisdiction.
Additional particulars in relation to shareholders of Freeline in abroad jurisdictions are contained within the Transaction Assertion and the Scheme Round.
Discover to United States Freeline Shareholders
The Acquisition pertains to the shares of a UK firm and is being made by the use of a scheme of association supplied for underneath Half 26 of the Act. The Acquisition is to be applied by means of a scheme of association. If, sooner or later, Bidco workouts its proper to elect to implement the Acquisition by means of a takeover provide (throughout the that means of part 974 of the Firms Act 2006 (as amended now and again)), topic to the phrases of the Implementation Settlement (the “Takeover Provide”), and determines to increase the Takeover Provide into the U.S., the Acquisition might be made in compliance with relevant U.S. legal guidelines and laws.
It might be troublesome for U.S. shareholders of Freeline and holders of ADSs to implement their rights and any declare arising out of the U.S. federal securities legal guidelines, as a result of Freeline is positioned exterior of the U.S., and a few or all of its officers and administrators are residents of nations exterior of the U.S. shareholders of Freeline and holders of ADSs could not have the ability to sue a non-U.S. firm or its officers or administrators in a non-U.S. court docket for violations of the U.S. securities legal guidelines. Additional, it might be troublesome to compel a non-U.S. firm and its associates to topic themselves to a U.S. court docket’s judgment.
U.S. shareholders of Freeline and holders of ADSs additionally ought to be conscious that the Acquisition could have tax penalties within the U.S. A abstract of sure United Kingdom and United States taxation penalties of the implementation of the Scheme for sure shareholders of Freeline and holders of ADSs is ready out within the Scheme Round. U.S. shareholders of Freeline and holders of ADSs are urged to seek the advice of with authorized, tax and monetary advisers in reference to making a call concerning the Acquisition.
Ahead-Trying Statements
This announcement comprises statements that represent “forward-looking statements” as that time period is outlined in the US Personal Securities Litigation Reform Act of 1995, together with statements that categorical the opinions, expectations, beliefs, plans, aims, assumptions or projections of Freeline concerning future occasions or future outcomes, in distinction with statements that replicate historic details. All statements, apart from historic details, together with statements concerning the anticipated advantages of the Acquisition, the anticipated time of effectiveness of the Scheme, the implementation of the Scheme, the anticipated final day of buying and selling within the ADSs on Nasdaq and the suspension of buying and selling within the ADSs on Nasdaq, are forward-looking statements. In some circumstances, you may determine such forward-looking statements by terminology comparable to “anticipate,” “intend,” “consider,” “estimate,” “plan,” “purpose,” “search,” “venture,” “anticipate,” “could,” “will,” “would,” “may” or “ought to,” the destructive of those phrases or comparable expressions. Ahead-looking statements are primarily based on administration’s present beliefs and assumptions and on info presently out there to Freeline, and you shouldn’t place undue reliance on such statements. Ahead-looking statements are topic to many dangers and uncertainties, together with (1) the Acquisition is topic to the satisfaction or waiver of sure situations, together with the sanction of the Scheme by the Excessive Courtroom of Justice in England and Wales, which situations might not be glad or waived; (2) the incidence of any occasion, change or circumstance that will impression supply of the court docket order to the Registrar of Firms, the effectiveness of the Scheme, the anticipated final day of buying and selling within the ADSs on Nasdaq or the suspension of buying and selling within the ADSs on Nasdaq; (3) uncertainties as to the timing of the consummation of the Acquisition and the power of every celebration to consummate the Acquisition; (4) the danger that the Acquisition disrupts the events’ present operations or impacts their capacity to retain or recruit key workers; (5) the potential diversion of administration time on acquisition-related points; (6) litigation referring to the Acquisition; (7) sudden prices, fees or bills ensuing from the acquisition; and (8) potential antagonistic reactions or adjustments to enterprise relationships ensuing from the announcement or completion of the Acquisition. Such dangers and uncertainties could trigger the statements to be inaccurate and readers are cautioned to not place undue reliance on such statements. Freeline can’t assure that any forward-looking assertion might be realized. Ought to identified or unknown dangers or uncertainties materialize or ought to underlying assumptions show inaccurate, precise outcomes may range materially from previous outcomes and people anticipated, estimated, or projected. Traders are cautioned to not put undue reliance on forward-looking statements. An additional listing and outline of dangers, uncertainties, and different issues could be present in Freeline’s Annual Report on Type 20-F for the fiscal yr ended December 31, 2022, and in subsequent studies on Type 6-Ok, in every case together with within the sections thereof captioned “Cautionary Assertion Relating to Ahead-Trying Statements” and “Merchandise 3.D. Threat elements.” Many of those dangers are exterior of Freeline’s management and will trigger its precise outcomes to vary materially from these it thought would happen. The forward-looking statements included on this announcement are made solely as of the date hereof. Freeline doesn’t undertake, and particularly declines, any obligation to replace any such statements or to publicly announce the outcomes of any revisions to any such statements to replicate future occasions or developments, besides as required by regulation. For additional info, please reference Freeline’s studies and paperwork filed with the SEC. It’s possible you’ll assessment these paperwork by visiting EDGAR on the SEC web site at www.sec.gov.
Freeline Investor and Media Contact
Naomi Aoki
naomi.aoki@freeline.life
Senior Vice President, Head of Investor Relations & Company Communications
+ 1 617 283 4298
Syncona Investor and Media Contacts
Syncona Ltd
Annabel Clark / Fergus Witt
Tel: +44 (0) 20 3981 7940
FTI Consulting
Ben Atwell / Natalie Garland-Collins / Tim Stamper
Tel: +44 (0) 20 3727 1000
