Syncona Secures Shareholder Nod for $6.50 Per ADS Freeline Takeover

In an announcement shared by Freeline Therapeutics and Syncona Ltd, the acquisition of Freeline by Syncona has been approved by Freeline shareholders. The acquisition will be performed by Bidco 1354 Limited, a Syncona Portfolio subsidiary, with a cash transaction valuing Freeline at $6.50 per American Depositary Share (ADS). The agreement for the acquisition, structured as a scheme of arrangement, was entered on November 22, 2023. A majority of over 95% in value of the voting shareholders supported the deal. The effective date for the scheme's completion is expected to be February 20, 2024, which includes delisting of Freeline's ADSs from Nasdaq after trading concludes on February 16, 2024. Details of the resolutions and procedures were outlined in the scheme circular dated January 18, 2024. Chris Hollowood of Syncona Investment Management expressed confidence in the strategic acquisition amidst challenging market conditions, aiming to capitalize on Freeline's FLT201 Gaucher programme. CEO of Freeline, Michael Parini, also welcomed the acquisition, highlighting the focus on advancing gene therapies for chronic debilitating diseases. Freeline leverages its proprietary AAV vector technology for developing such therapies. The transaction entails certain customary closing conditions including approval by the High Court of Justice in England and Wales and relevant regulatory approvals. The acquisition does not fall under the City Code on Takeovers and Mergers. Special notices were given regarding the treatment of the transaction under various jurisdictions, including disclaimers for any offer or solicitation implications from the announcement.