Acquisition of Freeline by Syncona Becomes Effective

LONDON, Feb. 20, 2024 (GLOBE NEWSWIRE) -- Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (“Freeline”) and Syncona Ltd (“Syncona”) today announced that, in connection with Syncona’s acquisition of Freeline by way of a scheme of arrangement (the “Scheme”), the Scheme has been sanctioned by the Court and the court order (together with a copy of the scheme circular published by Freeline on January 18, 2024 (the “Scheme Circular”) has been delivered to the Registrar of Companies.   Accordingly, the Scheme has become Effective in accordance with its terms and the entire issued share capital of Freeline is now owned or controlled by Syncona Portfolio Limited.

Capitalized terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Circular.

Next steps and timetable
Scheme Shareholders on the register of shareholders of Freeline at 6.00 p.m. GMT on February 19, 2024 will be entitled to receive $0.433333 in cash for each Scheme Share held or $6.50 in cash per American Depositary Share of Freeline (“ADSs”).

Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by the dispatch of a check or electronic payment to the Scheme Shareholder's specified account (for Scheme Shareholders holding Scheme Shares in certificated form) or the crediting of a Scheme Shareholder’s CREST account (for Scheme Shareholders holding Scheme Shares in uncertificated form) as soon as practicable and, in any event, not later than 14 days after the Effective Date. Accordingly, March 4, 2024 is the latest date for the dispatch of checks and settlement of the consideration as set out in the Scheme Circular. Payment of the consideration, without interest and net of any applicable withholding taxes and Depositary fees, will be made to Freeline ADS Holders as soon as practicable after Citibank, N.A., the ADS depositary, receives the aggregate consideration payable to Freeline ADS Holders from Computershare, the Company’s receiving agent.

In connection with the Scheme becoming Effective, the ADSs will be de-listed from the Nasdaq Capital Market (“Nasdaq”), and the last day of trading in the ADSs on Nasdaq was February 16, 2024.

Board changes
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.

About Freeline Therapeutics
Freeline is a clinical-stage biotechnology company focused on developing transformative gene therapies for chronic debilitating diseases. Freeline uses its proprietary, rationally designed AAV vector and capsid (AAVS3), along with novel promoters and transgenes, to deliver a functional copy of a therapeutic gene into human liver cells, thereby expressing a persistent functional level of the missing or dysfunctional protein into a patient’s bloodstream. Freeline is currently advancing FLT201, a highly differentiated gene therapy candidate that delivers a novel transgene, in a Phase ½ clinical trial in people with Gaucher disease type 1. Freeline has additional programs in research, including one focused on GBA1-linked Parkinson’s disease that leverages the same novel transgene as FLT201. Freeline is headquartered in the UK and has operations in the United States. For more information, visit www.freeline.life or connect with Freeline on LinkedIn and X.