Syncona to acquire Freeline Therapeutics Holdings plc

• A newly established portfolio company of Syncona has entered into an agreement with Freeline to acquire all of the shares of Freeline that Syncona does not currently own in an all-cash transaction that values the entire issued share capital of Freeline at c.$28.3 million
• Freeline represents a differentiated opportunity to invest in line with capital allocation focus on clinical assets with the potential to reach late-stage development in the near term
• In conjunction with the agreement, Syncona will provide up to $15 million of financing to enable Freeline to meet its near-term cash requirements, to continue to advance FLT201 and to continue to execute on plan

Syncona Ltd ("Syncona" or the "Company"), a leading life science investor focused on creating, building and scaling global leaders in life science, today announces that its newly established portfolio company has entered into an agreement with Freeline Therapeutics Holdings plc ("Freeline") to acquire all of the shares of Freeline that Syncona does not currently own in an all-cash transaction. Syncona currently owns 49.7% of Freeline.[1]

Under the agreement, a newly established Syncona portfolio company will acquire Freeline for $6.50 in cash for each Freeline American Depositary Share (ADS). This price values the entire issued share capital of Freeline at approximately $28.3 million and represents a 50% premium to Freeline’s closing price prior to the announcement on October 18 of Syncona’s initial proposal to take Freeline private. The acquisition is subject to approval or acceptance by the required number of Freeline’s minority shareholders and is expected to close in the first quarter of 2024.

Syncona is highly supportive of Freeline’s lead programme, FLT201, a potential first- and best-in-class gene therapy for Gaucher disease, a debilitating condition where there is a clear need for better treatment options. Syncona believes there is considerable potential for a one-time gene therapy that can deliver durable expression of the GCase enzyme which is deficient in Gaucher disease patients.

Chris Hollowood, CEO of Syncona Investment Management Limited, said: “We continue to be excited by the data published by Freeline in its FLT201 programme and are pleased with how the company is executing. Our capital allocation is resolutely focused on opportunities with strong prospects of driving an asset to late-stage development, where we believe significant value can be accessed. The challenging market conditions impacting the biotech sector have presented a differentiated opportunity to deploy capital in line with that approach. The flexibility of the Syncona platform, enabled by our capital pool, allows us to optimise how we do this and, in this instance, taking the company private allows us the best route to potential risk-adjusted returns.”

In conjunction with the agreement, Syncona is committing to provide Freeline with up to $15 million of financing[2]. This will enable Freeline to advance its lead FLT201 therapy in Gaucher disease, as well as continuing to advance its GBA1-linked Parkinson’s disease research programme.

[1] Fully diluted ownership position; 58% on issued share capital basis

[2] Financing is in the form of secured convertible debt