GAINESVILLE, Fla. and CAMBRIDGE, Mass. and LONDON, Oct. 26, 2022 (GLOBE NEWSWIRE) — Applied Genetic Technologies Corporation (Nasdaq: AGTC) (“AGTC” or the “Company”) and a newly formed portfolio company of Syncona Ang Limited (“Syncona”), a leading healthcare company healthcare company dedicated to establishing, developing and financing global leaders in the life sciences, announced today the commencement of a previously announced tender offer for all of the issued and outstanding shares of common stock of AGTC at a price of $0.34 per share in cash, at the closing of the transaction, plus up to an additional $0.73 per share payable pursuant to contingent value rights upon the achievement of specified milestones (CVR).
The initial cash payable at the closing of the tender offer of $0.34 per share represents a premium of approximately 42% over AGTC’s closing stock price immediately prior to the announcement of the transaction. If all CVR milestones are achieved, the total consideration payable per share could increase by up to $0.73, resulting in total consideration of up to $1.07 per share and an aggregate premium of up to approximately 344 % than AGTC’s closing stock price on October 21, 2022.
The tender offer is being made pursuant to the Agreement and Plan of Merger (the “Agreement of Merger”), dated as of October 23, 2022, by and among AGTC, Alliance Acquisition Sub, Inc. (“Purchaser”) and Alliance Holdco Limited (“Parent”), a wholly owned subsidiary of Syncona.
AGTC’s board of directors unanimously approved the Merger Agreement and recommended that all stockholders tender their shares in the tender offer.
The tender offer will expire at 5:00 pm, Eastern Time, on November 28, 2022, unless the tender offer is extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the SEC. Completion of the tender offer is conditioned on, among other things, AGTC’s stockholders tendering at least a majority of AGTC’s outstanding shares and other customary closing conditions.
A tender offer statement on Schedule TO that includes the Offer to Purchase and related Letter of Transmittal setting forth the terms and conditions of the tender offer has been filed today with the US Securities and Exchange Commission (the “SEC”) by Purchaser, Parent, Syncona Portfolio Limited and Syncona Investment Management Limited. Additionally, AGTC has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 that includes a unanimous recommendation by AGTC’s board of directors that AGTC’s stockholders tender their shares in the tender offer.
Georgeson LLC is acting as the information agent for the Purchaser in the tender offer. Computershare Trust Company, NA is acting as depositary and paying agent in the tender offer. Requests for documents and questions regarding the tender offer may be directed to Georgeson LLC by telephone at (800) 279-6913.
Copies of this press release and other company information can be found on Syncona’s website at: www.synconaltd.com and AGTC’s website at www.agtc.com.
Forward-Looking Statements
Statements in this press release regarding the proposed transactions between Syncona and AGTC, the expected timeline for the completion of the transactions, the expected contingent value right payments, future financial and operating results and benefits and synergies of transaction, future opportunities for the combined company and any other statements about future expectations, beliefs, objectives, plans or prospects constitute forward-looking statements. Any statements that are not statements of historical fact (including statements containing “believes,” “expects,” “plans,” “anticipates,” “may,” “will,” “will,” “intends, ” “estimates” and similar expressions) should also be considered forward-looking statements. There are several important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the risk that the proposed transactions may not be completed in a timely manner, or at all; the failure to satisfy all closing conditions of the proposed transactions; the occurrence of any event, change or other circumstance that may cause the merger agreement and the tender offer thereunder to be terminated; the effect of the announcement or postponement of the proposed transactions on both Syncona’s and AGTC’s businesses, operating results and relationships with customers, suppliers, competitors and others; the risk that the proposed transactions may disrupt Syncona’s and AGTC’s current business plans and operations; potential difficulties in retaining employees as a result of the proposed transactions; risks related to the diversion of management’s attention from the continued operation of AGTC’s business; the outcome of any legal proceedings that may be instituted against AGTC in connection with the merger agreement or the tender offer thereunder; risks associated with product development and commercialization and demand for AGTC products (and, consequently, uncertainty that milestones for contingent value entitlement payments may not be achieved); risks related to competition; and other commercial and risks discussed in the “Risk Factors” section of AGTC’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022. In addition, forward-looking statements that included in this press release represent the views of AGTC and Syncona as of October 26, 2022. It is expected that subsequent events and developments will cause such views to change. However, although they may choose to update these statements in the future, AGTC and Syncona specifically disclaim any obligation to do so. These statements should not be relied upon as representing the views of AGTC or Syncona as of any future date.
Important additional information will be filed with the SEC
This press release is not an offer to buy or a solicitation of an offer to sell AGTC common stock or any other securities. This communication is for informational purposes only. The tender offer transaction initiated by affiliates of Syncona is made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) filed by such affiliates of Synchronized with the SEC. In addition, AGTC has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC in connection with the tender offer. The offer to purchase shares of AGTC common stock is being made only pursuant to the Offer to Purchase, the Letter of Transmittal and related offer materials filed as part of the tender offer statement on Schedule TO, in each case as amended from time to time – sometimes. . THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND OTHER MATERIALS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. BEFORE MAKING ANY DECISION REGARDING THE TENDER OFFER, AGTC STOCKHOLDERS ARE STRONGLY ADVISED TO READ THESE DOCUMENTS CAREFULLY, AND IF THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE. AGTC stockholders may obtain the tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation Statement on Schedule 14D-9 free of charge at SEC website at www.sec.gov. In addition, the tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation Statement on Schedule 14D-9 may be obtained free of charge from Georgeson LLC, 1290 Avenue of the Americas, 9th Floor, New York, New York 10104, Telephone Number (800) 279-6913.
About Syncona
Syncona’s goal is to invest to extend and enhance human life. We do this by founding and building companies to deliver transformative treatments to patients in areas of high unmet need.
Our strategy is to found, build and fund companies around breakthrough science to create a diversified portfolio of 15-20 leading healthcare businesses for the benefit of all our stakeholders. We are committed to developing treatments for patients by working with world-class academic founders and management teams. Our balance sheet underpins our strategy that allows us to take a long-term view as we look to improve the lives of patients with no or poor treatment options, build sustainable life science companies and deliver strong returns which adjusts the risk to shareholders.
About AGTC
AGTC is a clinical-stage biotechnology company developing genetic therapies for people with rare and debilitating ophthalmic, otologic and central nervous system (CNS) diseases. AGTC designs and develops critical elements of gene therapy and combines them to develop customized therapies that have the potential to address unmet patient needs. AGTC’s most advanced clinical programs at XLRP and ACHM CNGB3 use its technology platform to potentially improve vision for patients with inherited retinal diseases. Its preclinical programs are built on AGTC’s AAV manufacturing technology and scientific expertise. AGTC is advancing multiple pipeline candidates to address large unmet clinical needs in optogenetics, otology and CNS disorders, and has entered into strategic collaborations with companies including Bionic Sight, Inc., an innovator in emerging fields of optogenetics and retinal coding, and Otonomy, Inc., a biopharmaceutical company focused on developing innovative therapeutics for neurotology.
Contacts
Applied Genetic Technologies Corporation Contacts:
IR Contact:
David Carey
Lazar FINN Partners
Q: (212) 867-1768
[email protected]
Corporate Communications:
Jonathan Lieber
Chief Financial Officer
Applied Genetic Technologies Corporation
Q: (617) 843-5778
[email protected]
Syncona Limited
Annabel Clark / Fergus Witt
Tel: +44 (0) 20 3981 7940
FTI Consulting
Ben Atwell / Natalie Garland-Collins / Julia Bradshaw / Tim Stamper
Tel: +44 (0) 20 3727 1000
