Freeline Therapeutics Holdings plc shareholders have approved Syncona Ltd’s subsidiary Bidco’s acquisition proposal for $6.50 per American Depositary Share (ADS) in cash. The acquisition, through a scheme of arrangement, awaits High Court of Justice of England and Wales sanction. Once effective, ADSs will be delisted from Nasdaq. Syncona’s CEO highlights optimism for Freeline’s Gaucher programme, while Freeline’s CEO sees the acquisition as a strategic move to advance gene therapy development amid challenging market conditions.
Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (“Freeline”) and Syncona Ltd (“Syncona”) 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.
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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.”
Source: Bio Space
