Syncona Investment Management Limited has submitted a non-binding proposal to acquire remaining 42.08% stake in Freeline Therapeutics Holdings plc (NasdaqCM:FRLN) for $9.8 million on October 17, 2023. Syncona Investment Management Limited entered into an Implementation Agreement to acquire remaining 42.08% stake in Freeline Therapeutics Holdings plc for $12.5 million on November 22, 2023. Under the terms of agreement, Syncona will acquire the entire share capital not already owned by Syncona for an upfront cash payment of $5 per American Depositary Share. As part of the definitive agreement, Syncona will acquire all shares of Freeline not currently owned by Syncona for $6.5 per American Depositary Share (ADS) in an all-cash transaction. This price values Freeline?s entire issued share capital at approximately $28.3 million.

The special committee of the Board of Directors of the Issuer comprised of independent directors of the Issuer and excludes Chris Hollowood, who is Chief Executive Officer of Syncona and a current member of the Board (the ?Special Committee?). Syncona expects that a special committee of Independent Directors of Freeline appointed by the Freeline board, and advised by independent legal and financial advisors, will consider the proposal. Chris Hollowood, who is Chief Executive Officer of Syncona Investment Management Limited, and a current member of the Freeline board, will not sit on the committee. The Proposal is subject to a number of conditions, including, among other things, the negotiation and execution of definitive agreements; the approval of the transaction by shareholders of the Issuer; and any applicable regulatory and other customary conditions. If completed, the acquisition will result in Freeline becoming a wholly owned Syncona Ltd (LON:SYNC) portfolio company, and its ADSs will no longer be listed on Nasdaq.

The completion of the proposed Acquisition is subject to the satisfaction or waiver of certain conditions, including, among other things: (1) the absence of any law or order by any governmental authority enjoining, preventing, restraining, prohibiting or otherwise making illegal the proposed acquisition; (2) the accuracy of the Company?s representations and warranties under the Implementation Agreement (subject to a material adverse effect standard in certain cases); (3) the absence of a Company material adverse effect; and (4) the Company?s compliance with its obligations under the Implementation Agreement. Expected to close in May 22, 2024 or such late date as the Bidco and the Company may agree in writing. As of November 22, 2023, the acquisition is subject to the approval of Freeline?s minority shareholders. A special committee of the board of directors of Freeline has unanimously recommended that the minority shareholders vote in favor of the acquisition. The acquisition is expected to close in the first quarter of 2024. As of February 12, 2024, Freeline Therapeutics announced that shareholders have approved the proposal. 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. 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. Subject to the foregoing, the Scheme is expected to become Effective on February 20, 2024. As of February 19, 2024, the High Court of Justice of England and Wales issued a court order sanctioning the Scheme. As the Scheme has now become Effective, Julia Gregory, Martin Andrews, Jeffrey Chodakewitz, Colin Love and Paul Schneider have stepped down from the Freeline Board.

Leerink Partners is acting as exclusive financial advisor to the Special Committee, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to the Special Committee. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is acting as US legal counsel to Syncona; and Simmons & Simmons LLP is acting as UK legal counsel to Syncona.

Syncona Investment Management Limited completed the acquisition of the remaining 42.08% stake in Freeline Therapeutics Holdings plc (NasdaqCM:FRLN) on February 20, 2024.