Syncona to Acquire Applied Genetic Technologies

0
161


Upfront consideration in money of $0.34 per share representing a premium of roughly 42% over AGTC’s closing inventory value on October 21, 2022

Total consideration of up to $1.07, together with up to $0.73 per CVR, representing a premium of up to roughly 344% over AGTC’s closing inventory value on October 21, 2022

AGTC’s Board has examined all different choices for the way forward for AGTC and believes this transaction clearly delivers the perfect worth for shareholders

Given the state of fairness and different funding markets, AGTC sees vital challenges in funding ongoing operations past 2022

Syncona and AGTC to host convention name on October 24, 2022 at 7:30 a.m. ET

GAINESVILLE, Fla. and CAMBRIDGE, Mass., Oct. 23, 2022 (GLOBE NEWSWIRE) — Applied Genetic Technologies Corporation (Nasdaq: AGTC), a clinical-stage biotechnology firm targeted on the event and commercialization of adeno-associated virus (AAV)-based gene therapies for the therapy of uncommon and debilitating ailments with an preliminary concentrate on inherited retinal ailments (IRDs), at this time introduced that it has entered right into a definitive settlement pursuant to which a newly established portfolio firm of Syncona Limited (LON: SYNC), a number one healthcare firm targeted on founding, constructing and funding international leaders in life science, will purchase AGTC, by way of a young supply, for about $23.5 million ($0.34 per share) in money on the closing of the transaction plus potential future mixture money funds of up to $50.0 million (up to $0.73 per share) pursuant to contingent worth rights (CVRs). The board of administrators of AGTC unanimously recommends that the shareholders of AGTC tender their shares within the tender supply as soon as it’s commenced.

“This transaction represents an attractive upfront cash offer to shareholders at a premium of approximately 42% to the current share price, with the potential to receive future upside based on the clinical success of XLRP and other pipeline assets through CVRs,” mentioned Dr. Scott Koenig, Chairman of AGTC’s board of administrators. “Our board and leadership team evaluated all alternative options to progress AGTC-501. Given the state of equity and other funding markets, we see significant challenges in funding ongoing operations beyond 2022. We believe that this transaction clearly will deliver the best value to our shareholders.   AGTC’s board of directors has unanimously approved the offer and strongly encourages shareholders to tender their shares.”

“Our team has completed groundbreaking work for patients living with devastating retinal diseases,” mentioned Sue Washer, President and Chief Executive Officer of AGTC. “This transaction allows continued progress in advancing an important therapy for XLRP patients while also maximizing immediate and potential long-term value to our shareholders. On closing, AGTC will be Syncona’s third company focused on retinal gene therapy, and we look forward to transitioning AGTC-501 to Syncona’s experienced stewardship with the goal of advancing this differentiated product candidate to patients with XLRP.”

“We share AGTC’s passion in developing life changing treatments for patients with diseases with no currently approved therapies,” mentioned Chris Hollowood, Chief Investment Officer of Syncona Investment Management Limited. “Syncona has significant expertise in AAV gene therapy, and in particular, a strong track record of building retinal gene therapy businesses. We believe AGTC’s XLRP program has the potential to be a best-in-class product that could transform the lives of patients suffering with this devastating blinding condition.”

Under the phrases of the definitive settlement, an oblique subsidiary of Syncona Limited will provoke a young supply to purchase all excellent shares of AGTC widespread inventory. The upfront money consideration within the transaction will encompass $0.34 per share of AGTC widespread inventory (together with widespread inventory underlying restricted inventory items and in-the-money inventory choices). AGTC fairness holders will even obtain within the transaction, for every share of AGTC widespread inventory, one non-tradeable CVR. The holders of the CVRs will likely be entitled to obtain funds of up to an extra $50.0 million within the mixture upon the achievement of sure milestones associated to transactions involving AGTC’s property and regulatory and business milestones associated to AGTC’s merchandise. The $0.34 per share represents a premium of roughly 42% and the potential for up to $1.07 per share (inclusive of the potential CVR worth) represents a premium of up to roughly 344% over AGTC’s closing inventory value on October 21, 2022.

Under the phrases of the definitive settlement, any shares not tendered within the tender supply will likely be acquired in a second-step merger on the identical money value as paid within the tender supply. The closing of the transaction is topic to customary closing circumstances, together with that the variety of shares validly tendered and never validly withdrawn represents a majority of all shares of AGTC widespread inventory then excellent (treating as excellent the shares underlying excellent restricted inventory items) plus the combination variety of shares issuable to holders of inventory choices and warrants in respect of which AGTC has obtained notices of train prior to the expiration of the tender supply. Upon the closing of the transaction, the shares of AGTC’s widespread inventory will not be listed on any public market. Subject to sure restricted exceptions, the CVRs will likely be non-transferable. There could be no assurance that any contingent funds will likely be paid. Syncona plans to finance the upfront money consideration within the transaction with money available.

The transaction was unanimously authorized by AGTC’s board of administrators and is predicted to shut within the fourth quarter of 2022. All of the members of AGTC’s board of administrators and the manager officers of AGTC entered into a young and help settlement with respect to all the shares of AGTC widespread inventory and/or inventory choices held by such individuals (representing within the mixture lower than 1% of AGTC’s fairness), pursuant to which every such particular person agreed, amongst different issues, to vote in opposition to different proposals to purchase AGTC and, topic to sure exceptions, to tender such particular person’s AGTC shares pursuant to the tender supply.

MTS Health Partners, L.P. is appearing as monetary advisor to AGTC in reference to the transaction. Foley Hoag LLP is appearing as authorized advisor to AGTC in reference to the transaction. BTIG LLC is appearing as monetary advisor to Syncona and Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. is appearing as authorized advisor to Syncona in reference to the transaction.

Conference Call and Webcast

Syncona and AGTC will host a convention name and webcast to evaluate the small print of the transaction on October 24, 2022 at 7:30 a.m. ET. To entry the decision, dial 877-407-6184 (U.S. individuals) or 201-389-0877 (non-U.S. individuals). A stay webcast will likely be out there within the Events and Presentations part of AGTC’s Investor Relations website at http://ir.agtc.com/events-and-presentations.

Please log in roughly 10 minutes prior to the scheduled begin time. The archived webcast will likely be out there within the Events and Presentations part of AGTC’s web site following the decision.

About Syncona

Syncona’s goal is to make investments to lengthen and improve human life. We do that by founding and constructing corporations to ship transformational therapies to sufferers in areas of excessive unmet want. Our technique is to discovered, construct and fund corporations round distinctive science to create a diversified portfolio of 15-20 globally main healthcare companies for the good thing about all our stakeholders. We concentrate on growing therapies for sufferers by working in shut partnership with world-class tutorial founders and administration groups. Our steadiness 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 corporations and ship robust risk-adjusted returns to shareholders.

About AGTC

AGTC is a clinical-stage biotechnology firm growing genetic therapies for folks with uncommon and debilitating ophthalmic, otologic and central nervous system (CNS) ailments. AGTC is designing and developing vital gene remedy parts and bringing them collectively to develop custom-made therapies with the potential to tackle unmet affected person wants. AGTC’s most superior medical applications in XLRP and ACHM CNGB3 leverage its know-how platform to probably enhance imaginative and prescient for sufferers with inherited retinal ailments. Its preclinical applications construct on AGTC’s AAV manufacturing know-how and scientific experience. AGTC is advancing a number of pipeline candidates to tackle substantial unmet medical wants in optogenetics, otology and CNS issues, and has entered into strategic collaborations with corporations together with Bionic Sight, Inc., an innovator within the rising area of optogenetics and retinal coding, and Otonomy, Inc., a biopharmaceutical firm devoted to the event of revolutionary therapeutics for neurotology.

Important Information for Stockholders of Applied Genetic Technologies Corporation

The tender supply for the excellent shares of AGTC referenced on this press launch has not but commenced. This press launch is for informational functions solely and is neither a proposal to buy nor a solicitation of a proposal to promote shares, neither is it an alternative choice to the tender supply supplies that subsidiaries of Syncona Limited will file with the Securities and Exchange Commission (SEC). At the time the tender supply is commenced, subsidiaries of Syncona Limited will file tender supply supplies on Schedule TO, and, thereafter, AGTC will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender supply. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF AGTC COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF AGTC COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the associated Letter of Transmittal and sure different tender supply paperwork, in addition to the Solicitation/Recommendation Statement, will likely be made out there to all holders of shares of AGTC widespread inventory at no expense to them. The tender supply supplies and the Solicitation/Recommendation Statement will likely be made out there without spending a dime on the SEC’s web site at www.sec.gov. Additional copies of the tender supply supplies could also be obtained without spending a dime by contacting Georgeson LLC, Syncona’s Information Agent, at 800-279-6913 or 1290 Avenue of the Americas, 9th Floor, New York, NY 10104.

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 every other statements about future expectations, beliefs, objectives, plans or prospects represent forward-looking statements. Any statements that aren’t statements of historic reality (together with statements containing “believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,” “intends,” “estimates” and comparable expressions) must also be thought-about to be forward-looking statements. There are quite a lot of vital elements that might trigger precise outcomes or occasions to differ 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 circumstances 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 could disrupt Syncona’s and AGTC’s present plans and business operations; potential difficulties retaining staff 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 relating to product improvement 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 12 months ended June 30, 2022. In addition, the forward-looking statements included on this press launch signify AGTC’s views as of October 23, 2022. It is anticipated that subsequent occasions and developments will trigger such views to change. However, whereas they might elect to replace these forward-looking statements in some unspecified time in the future sooner or later, AGTC particularly disclaims any obligation to accomplish that. These forward-looking statements shouldn’t be relied upon as representing AGTC’s views as of any later date.

Applied Genetic Technologies Corporation Contacts:

IR Contact:
David Carey
Lazar FINN Partners
T: (212) 867-1768
david.carey@finnpartners.com

Corporate Contact:
Jonathan Lieber
Chief Financial Officer
Applied Genetic Technologies Corporation
T: (617) 843-5778
jlieber@agtc.com



Source link

LEAVE A REPLY

Please enter your comment!
Please enter your name here