- A newly formed holding company of Syncona Limited will launch a tender offer to acquire all outstanding shares of AGTC for $0.34 per share, valuing AGTC at approximately $23.5 million ($20.8 million). books), plus the potential for up to an additional $50.0 million (up to $0.73 per share) in contingent value rights in the event certain milestones are reached
- Acquisition includes AGTC’s lead candidate, AGTC-501, a potentially best-in-class adeno-associated virus (AAV) gene therapy for X-linked retinitis pigmentosa (XLRP), currently in late-stage development clinical development
- If the transaction is completed, AGTC will be Syncona’s third company to focus on retinal gene therapy, after Nightstar and Gyroscope, and will benefit from Syncona’s significant expertise and strategic vision in the field.
- Syncona and AGTC will host a conference call on October 24, 2022 at 7:30 a.m. ET, 12:30 p.m. BST
Syncona Limited, a leading healthcare company focused on founding, building and financing world leaders in the life sciences, today announces that its newly created holding company has agreed to acquire, through a tender offer, all outstanding shares of Applied Genetic Technologies Corporation (“AGTC”) (Nasdaq: AGTC), a clinical-stage biotechnology company focused on the development and commercialization of adenovirus-based gene therapies -associates (VAA) for the treatment of rare and debilitating diseases, with an initial focus on hereditary retinal diseases (IRD) for approximately $23.5 million ($0.34 per share) in cash, a premium of approximately 42% over the closing price of AGTC stock on October 21, 2022. The transaction also includes the possibility of an additional $50.0 million (up to $0.73 per share) in value of share rights managers of AGTC in the event that certain milestones related to transactions involving AGTC’s assets and regulatory and commercial milestones related to AGTC’s products are achieved. AGTC’s Board of Directors unanimously recommends that AGTC shareholders tender their shares to the tender offer once it is launched. The closing of the tender offer is subject to the contribution by the shareholders of AGTC of a majority of the outstanding shares of AGTC.
The acquisition of AGTC will further strengthen Syncona’s gene therapy portfolio and represents an opportunity for Syncona to apply its expertise in retinal gene therapy to help AGTC drive its lead candidate, AGTC-501 (laruparetigene zosaparvovec), targeting retinitis. X-linked pigmentary (XLRP), through late-stage clinical development.
AGTC is a clinical-stage gene therapy company developing gene therapies for people with rare ophthalmic, otological and central nervous system diseases with high unmet medical need. AGTC’s lead asset, AGTC-501, is an investigational gene therapy based on a recombinant AAV vector for the treatment of XLRP, a genetic eye disease that causes progressive vision loss and ultimately blindness in men. AGTC-501 recently completed a Phase II follow-up study which demonstrated significant improvements in visual sensitivity and a favorable safety profile. There is currently no approved treatment for this condition.
AGTC-501 has received Orphan Drug Designation from the United States Food and Drug Administration, as well as Orphan Drug Designation from the European Commission. If the transaction closes, Syncona expects to help AGTC advance AGTC-501 through Phase II/III clinical trials and towards product approval. Post-closing, Syncona also plans to support AGTC in exploring strategic options for AGTC’s broader portfolio of gene therapy products.
Chris Hollowood, Chief Investment Officer of Syncona Investment Management Limited, said: “We have been following AGTC for a number of years and are very familiar with their core program focusing on XLRP, a rare inherited genetic eye disease that causes vision loss over time. It’s a disease we know very well from our previous investment in Nightstar and we’re excited about the data. AGTC gene therapy for XLRP has shown compelling improvements in visual sensitivity along with a favorable safety profile in clinical trials to date.
“Our expertise in AAV gene therapy, and in particular, our strong experience in building retinal gene therapy businesses, will enable us to drive AGTC’s late-stage clinical and regulatory strategy for its lead program for XLRP. We believe it has the potential to be a world-class product that could transform the lives of patients suffering from this devastating blinding disease.
“This transaction further demonstrates the strength of our strategic capital base to fund exciting opportunities such as AGTC, where we believe we can apply our model and leverage our expertise to generate strong risk-adjusted returns. for Syncona shareholders and have a significant impact for patients. .”
Sue Washer, President and CEO of AGTC, said: “Our team has done groundbreaking work for patients living with devastating retinal diseases. This transaction enables continued progress in advancing an important treatment for XLRP patients while maximizing immediate and potential long-term value for our shareholders. At closing, AGTC will be Syncona’s third company to focus on retinal gene therapy, and we look forward to transitioning AGTC-501 XLRP product candidate to Syncona’s experienced management with the goal of advancing this differentiated product candidate. with patients.
Trading conditions and financial considerations
Under the terms of the definitive agreement, an indirect subsidiary of Syncona Limited will launch a tender offer to acquire all of the outstanding common shares of AGTC. The initial cash consideration for the transaction will be $0.34 per AGTC common share (including the common shares underlying the restricted stock units and at-the-money stock options). AGTC shareholders will also receive as part of the transaction, for each share of AGTC common stock, a non-negotiable CVR. Holders of the CVRs will be entitled to receive payments of up to an additional $50.0 million in aggregate upon completion of certain transactions involving AGTC’s assets and the sales and regulatory stages related to AGTC’s products. Under the terms of the definitive agreement, all shares not tendered to the tender offer will be acquired in a second merger at the same cash price paid in the tender offer. The closing of the transaction is subject to specified customary closing conditions, including that the number of shares validly tendered and not validly withdrawn represent a majority of all of the common shares of AGTC then outstanding (deeming as outstanding the shares underlying the outstanding RSUs) plus the total number of shares issuable to holders of stock options and warrants for which AGTC received exercise notices prior to the expiration of the ‘offer.
The transaction has been unanimously approved by the AGTC Board of Directors and is expected to close in the fourth quarter of 2022. All members of the AGTC Board of Directors and AGTC executives have entered into an agreement to offer and support for all of the common shares of AGTC and/or stock options held by such persons (representing in the aggregate less than 1% of the capital of AGTC), pursuant to which each of such persons has agreed, among other things, to vote against further AGTC acquisition proposals and, subject to certain exceptions, to tender such person’s AGTC shares to the tender offer. Upon closing of the transaction, the common shares of AGTC will no longer be listed on any public market. There can be no assurance that any contingent payment will be made. Syncona expects to finance the transaction with cash on hand.
BTIG LLC is acting as financial advisor to Syncona and Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, PC is acting as legal advisor to Syncona in connection with the transaction. MTS Health Partners, LP is acting as financial advisor to AGTC on the transaction. Foley Hoag LLP is acting as legal counsel to AGTC in connection with the transaction.
Conference call and webcast
Syncona and AGTC will host a conference call and webcast to review the details of the transaction on October 24, 2022 at 7:30 a.m. ET, 12:30 p.m. BST. To access the call, dial 877-407-6184 (US participants) or 201-389-0877 (non-US participants). A live webcast will be available in the Events & Presentations section of AGTC’s Investor Relations site at http://ir.agtc.com/events-and-presentations.
 Exchange rate as of October 21, 2022