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 established portfolio firm of Syncona Limited (“Syncona”), a number one healthcare firm targeted on founding, constructing and funding international leaders in life science, introduced the graduation in the present day of the beforehand introduced tender supply for all the issued and excellent shares of frequent inventory of AGTC at a value of $0.34 per share in money, on the closing of the transaction, plus as much as a further $0.73 per share payable pursuant to contingent worth rights upon the achievement of specified milestones (CVRs).
The upfront money payable on the closing of the tender supply of $0.34 per share represents a premium of roughly 42% over AGTC’s closing inventory value instantly previous to the announcement of the transaction. If all of the CVR milestones are achieved, whole consideration payable per share may very well be elevated by as much as $0.73, leading to whole consideration of as much as $1.07 per share and an combination premium of as much as roughly 344% over AGTC’s closing inventory value on October 21, 2022.
The tender supply is being made pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 23, 2022, by and amongst AGTC, Alliance Acquisition Sub, Inc. (“Purchaser”) and Alliance Holdco Limited (“Parent”), an entirely owned subsidiary of Syncona.
AGTC’s board of administrators unanimously authorized the Merger Agreement and recommends that every one stockholders tender their shares within the tender supply.
The tender supply will expire at 5:00 p.m., Eastern Time, on November 28, 2022, except the tender supply is prolonged in accordance with the phrases of the Merger Agreement and the relevant guidelines and laws of the SEC. The completion of the tender supply is conditioned upon, amongst different issues, AGTC’s stockholders tendering no less than a majority of AGTC’s then excellent shares and different customary closing situations
A young supply assertion on Schedule TO that features the Offer to Purchase and associated Letter of Transmittal setting forth the phrases and situations of the tender supply has been filed in the present day with the U.S. 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 features the unanimous suggestion of AGTC’s board of administrators that AGTC’s stockholders tender their shares within the tender supply.
Georgeson LLC is appearing as info agent for Purchaser within the tender supply. Computershare Trust Company, N.A. is appearing as depositary and paying agent within the tender supply. Requests for paperwork and questions relating to the tender supply could also be directed to Georgeson LLC by phone at (800) 279-6913.
Copies of this press launch and different company info could be discovered on Syncona’s web site at: www.synconaltd.com and AGTC’s web site at www.agtc.com.
Forward Looking Statements
Statements on this press launch relating to the proposed transactions between Syncona and AGTC, the anticipated timeline for finishing the transactions, the anticipated contingent worth proper funds, future monetary and working outcomes and advantages and synergies of the transaction, future alternatives for the mixed firm and another statements about future expectations, beliefs, objectives, plans or prospects represent forward-looking statements. Any statements that aren’t statements of historic truth (together with statements containing “believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,” “intends,” “estimates” and related expressions) must also be thought of to be forward-looking statements. There are plenty of necessary components that might trigger precise outcomes or occasions to vary materially from these indicated by such forward-looking statements, together with: the danger that the proposed transactions might not be accomplished in a well timed method, or in any respect; the failure to fulfill all the closing situations of the proposed transactions; the incidence of any occasion, change or different circumstance that might give rise to the termination of the merger settlement and the tender supply thereunder; the impact of the announcement or pendency of the proposed transactions on each Syncona’s and AGTC’s companies, working outcomes and relationships with prospects, suppliers, opponents and others; the danger that the proposed transactions might disrupt Syncona’s and AGTC’s present plans and business operations; potential difficulties retaining workers on account of the proposed transactions; dangers associated to the diverting of administration’s consideration from AGTC’s ongoing business operations; the result of any authorized proceedings that could be instituted in opposition to AGTC associated to the merger settlement or the tender supply thereunder; dangers regarding product growth and commercialization and demand for AGTC’s merchandise (and, as such, uncertainty that the milestones for the contingent worth proper funds might not be achieved); dangers related to competitors; and different business and dangers mentioned within the “Risk Factors” part of AGTC’s Annual Report on Form 10-Okay for the fiscal yr ended June 30, 2022. In addition, the forward-looking statements included on this press launch characterize AGTC’s and Syncona’s views as of October 26, 2022. It is anticipated that subsequent occasions and developments will trigger such views to alter. However, whereas they could elect to replace these forward-looking statements sooner or later sooner or later, AGTC and Syncona particularly disclaim any obligation to take action. These forward-looking statements shouldn’t be relied upon as representing AGTC’s or Syncona’s views as of any later date.
Important extra info shall be filed with the SEC
This press launch is neither a proposal to buy nor a solicitation of a proposal to promote frequent inventory of AGTC or another securities. This communication is for informational functions solely. The tender supply transaction commenced by associates of Syncona is being made pursuant to a young supply assertion on Schedule TO (together with the Offer to Purchase, a associated Letter of Transmittal and different supply supplies) filed by such associates of Syncona with the SEC. In addition, AGTC has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC associated to the tender supply. The supply to buy shares of AGTC’s frequent inventory is barely being made pursuant to the Offer to Purchase, the Letter of Transmittal and associated supply supplies filed as part of the tender supply assertion on Schedule TO, in every case as amended occasionally. 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. PRIOR TO MAKING ANY DECISION REGARDING THE TENDER OFFER, AGTC STOCKHOLDERS ARE STRONGLY ADVISED TO CAREFULLY READ THESE DOCUMENTS, AS FILED AND AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE. AGTC stockholders will be capable of receive the tender supply assertion on Schedule TO (together with the Offer to Purchase, a associated Letter of Transmittal and different supply supplies) and the associated Solicitation/Recommendation Statement on Schedule 14D-9 at no cost on the SEC’s web site at www.sec.gov. In addition, the tender supply assertion on Schedule TO (together with the Offer to Purchase, a associated Letter of Transmittal and different supply supplies) and the associated Solicitation/Recommendation Statement on Schedule 14D-9 could also be obtained freed from cost 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 speculate to increase and improve human life. We do that by founding and constructing firms to ship transformational therapies to sufferers in areas of excessive unmet want.
Our technique is to discovered, construct and fund firms round distinctive science to create a diversified portfolio of 15-20 globally main healthcare companies for the advantage of all our stakeholders. We give attention to creating therapies for sufferers by working in shut partnership with world-class educational founders and administration groups. Our stability sheet underpins our technique enabling us to take a long-term view as we glance to enhance the lives of sufferers with no or poor therapy choices, construct sustainable life science firms and ship robust risk-adjusted returns to shareholders.
About AGTC
AGTC is a clinical-stage biotechnology firm creating genetic therapies for individuals with uncommon and debilitating ophthalmic, otologic and central nervous system (CNS) illnesses. AGTC is designing and setting up vital gene remedy components and bringing them collectively to develop personalized therapies with the potential to handle unmet affected person wants. AGTC’s most superior medical packages in XLRP and ACHM CNGB3 leverage its know-how platform to probably enhance imaginative and prescient for sufferers with inherited retinal illnesses. Its preclinical packages construct on AGTC’s AAV manufacturing know-how and scientific experience. AGTC is advancing a number of pipeline candidates to handle substantial unmet medical wants in optogenetics, otology and CNS issues, and has entered into strategic collaborations with firms together with Bionic Sight, Inc., an innovator within the rising discipline of optogenetics and retinal coding, and Otonomy, Inc., a biopharmaceutical firm devoted to the event of revolutionary therapeutics for neurotology.
Contacts
Applied Genetic Technologies Corporation Contacts:
IR Contact:
David Carey
Lazar FINN Partners
T: (212) 867-1768
[email protected]
Corporate Contact:
Jonathan Lieber
Chief Financial Officer
Applied Genetic Technologies Corporation
T: (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
