GAINESVILLE, Fla. and CAMBRIDGE, Mass., Nov. 29, 2022 (GLOBE NEWSWIRE) — Applied Genetic Technologies Corporation (“AGTC” or the “Company”) (Nasdaq: AGTC), today announced that a portfolio company of Syncona Limited (LON:SYNC) (“Syncona”) has extended the expiry of its previously announced tender offer to purchase all of the issued and outstanding common shares of AGTC for $0.34 per share in cash at closing, plus up to an additional $0.73 per share payable under contingent value rights (CVR) upon the achievement of specified milestones.
The tender offer has been extended until 5:00 p.m. Eastern Time on November 30, 2022. The tender offer was previously scheduled to expire at 5:00 p.m. Eastern Time on November 28, 2022. All other terms and conditions of the public offer remain unchanged during the extension period. The tender offer is extended in order to allow additional time for shareholders to tender their shares and to receive the shares tendered by notice of guaranteed delivery.
Computershare Trust Company, NA, the depositary of the offering, reported that as of 5:00 p.m. Eastern Time on November 28, 2022, 30,947,430 shares of AGTC, representing approximately 45.1% of the common issued and outstanding and Restricted Stock Units, have been validly tendered and not validly withdrawn under the Offer. In addition, the Depositary advised that an additional 4,627,261 shares were tendered by notice of guaranteed delivery, representing approximately 6.7% of AGTC’s issued and outstanding shares of common stock and restricted stock units. Holders who have previously tendered their shares need not re-tender their shares or take any other action in response to this extension.
The complete terms and conditions of the tender offer are set forth in the offer to purchase, letter of transmittal and other related documents, which have been filed by Syncona Limited with the Securities and Exchange Commission ( “SEC”) and sent to shareholders. In addition, AGTC has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC which includes, among other things, the recommendation of AGTC’s board of directors that AGTC stockholders tender all of their stock to the takeover bid.
If you have not received or cannot locate the documents referenced above, please contact Georgeson LLC, the Transaction Information Agent, at (800) 279-6913. You may also view the filings on our website at https://ir.agtc.com/financial-information/sec-filings.
About AGTC
AGTC is a clinical-stage biotechnology company developing gene therapies for people with rare and debilitating ophthalmic, otological and central nervous system (CNS) diseases. AGTC designs and builds critical gene therapy building blocks and brings them together to develop personalized therapies that can address unmet patient needs. AGTC’s most advanced clinical programs in XLRP and ACHM CNGB3 leverage its technology platform to potentially improve vision in patients with inherited retinal diseases. Its preclinical programs are based on the manufacturing technology of AAV and the scientific expertise of AGTC. AGTC is advancing several pipeline candidates to address significant unmet clinical needs in optogenetics, otology and CNS disorders, and has entered into strategic collaborations with companies such as Bionic Sight, Inc., an innovator in the emerging field of optogenetics and retinal coding, and Otonomy, Inc., a biopharmaceutical company dedicated to the development of innovative therapeutics for neurotology.
About Syncona Limited
Syncona’s goal is to invest to extend and improve human life. We do this by founding and growing companies to deliver transformational treatments to patients in areas of high unmet need.
Our strategy is to found, build and finance companies around exceptional science to create a diverse portfolio of 15-20 globally leading healthcare companies for the benefit of all our stakeholders. We are focused on developing treatments for patients by working closely with university founders and world-class leadership teams. Our track record underpins our strategy that allows us to take a long-term view as we seek to improve the lives of patients who have few or no treatment options, build life science companies sustainable and deliver strong risk-adjusted returns to shareholders.
Additional information and where to find it
A statement of tender offer on Schedule TO, including an offer to purchase, letter of transmittal and related documents, has been filed with the SEC by subsidiaries of Syncona Limited, and a statement of solicitation/recommendation on Schedule 14D-9 has been filed with the SEC. SEC by the Company. The offer to purchase common shares of the Company is being made pursuant to the offer to purchase, letter of transmittal and related documents filed on Schedule TO. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ BOTH THE PUBLIC OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME BECAUSE THEY CONTAIN IMPORTANT INFORMATION WHAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE OFFERING OF THEIR COMMON SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE PUBLIC OFFER. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website operated by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, Agent information for the offer, free of charge. at (800) 279-6913. Investors may also obtain, free of charge, documents filed with or furnished to the SEC by the Company in the “Investors” section of the Company’s website at www.AGTC.com.
Forward-looking statements
This communication contains forward-looking statements. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will” and similar expressions. These forward-looking statements include, but are not limited to, statements relating to the anticipated completion of the acquisition of the Company, as well as the timing and benefits thereof, advance payments of contingent value rights and other statements that are not historical facts. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements due to such risks and uncertainties, which include, but are not limited to, risks relating to the parties’ ability to complete the transaction on the terms and conditions offered. program; whether the conditions of the tender offer will be satisfied; if enough shareholders of the Company have tendered their shares to the transaction; the outcome of any legal proceedings that may be brought against the Company and/or others in connection with the transaction; failure (or delay) to receive required regulatory approvals relating to the transaction; the possibility of competing offers being made; risks relating to product development and commercialization and demand for AGTC’s products (and, as such, the uncertainty that milestones for contingent value entitlement payments may not be met ); and other risks relating to the Company’s business detailed from time to time under “Risk Factors” and elsewhere in the Company’s filings and reports with the SEC, including their respective annual reports on Form 10- K for the fiscal year ended June 30, 2022 and subsequent years quarterly and current reports filed with the SEC. The company assumes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in their expectations, except as required by law.
IR contact:
David Carey
FINN Lazar Partners
Such. : (212) 867-1768
david.carey@finnpartners.com
Corporate Contact:
Jonathan dear
Financial director
Applied Genetic Technologies Society
Such. : (617) 843-5778
jlieber@agtc.com
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