Syncona Limited

Proposal to acquire Freeline Therapeutics

Syncona Ltd, a leading healthcare company focused on creating, building and scaling global leaders in life science, announces that Syncona Investment Management Limited, the investment manager, has submitted a non-binding proposal to the special committee of the Board of Freeline Therapeutics Holdings plc ("Freeline") for a transaction to acquire the entire share capital not already owned by Syncona for an upfront cash payment of $5.00 per American Depositary Share, representing a premium of 20% over the volume weighted average price of $4.16 over the period since the release of Freeline's recent clinical data release on 4 October 2023 until close on 16 October 2023. Syncona currently owns approximately 57.9%[1] of the issued share capital of Freeline.

Syncona co-founded Freeline in 2015 and has been a long-term shareholder in the business. Freeline is focused on its FLT201 gene therapy programme for the treatment of Gaucher disease, a debilitating condition where there is a clear need for better treatment options. Syncona believes the programme has the potential to deliver a drug with transformational impact for patients and that Freeline has a team that can execute effectively on that opportunity. Syncona was pleased to see recent positive data from the first two patients in its phase I/II trial, which demonstrated a compelling safety profile and robust enzyme activity for FLT201.

Syncona intends to engage in discussions with Freeline and its representatives concerning its proposal. There can be no certainty as to whether discussions will occur, or if they do, the outcome of such discussions, and no assurances can be given that the transaction will proceed. Syncona expects that a special committee of Independent Directors of Freeline appointed by the Freeline board, and advised by independent legal and financial advisors, will consider the proposal. Chris Hollowood, who is Chief Executive Officer of Syncona Investment Management Limited, and a current member of the Freeline board, will not sit on the committee.

A copy of Syncona's proposal has been filed with the SEC in the United States as an amendment to its 13D filing. Freeline has published a 6K filing noting that it has received Syncona's proposal, available https://freeline.life/investors/sec-filings/.  Syncona will continue to keep the market updated as appropriate.

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Enquiries

Syncona Ltd

Annabel Clark / Fergus Witt

Tel: +44 (0) 7714 916615

FTI Consulting

Ben Atwell / Natalie Garland-Collins / Tim Stamper

Tel: +44 (0) 20 3727 1000 

About Syncona

Syncona's purpose is to invest to extend and enhance human life. We do this by creating and building companies to deliver transformational treatments to patients in areas of high unmet need.

Our strategy is to create, build and scale companies around exceptional science to create a diversified portfolio of 20-25 globally leading healthcare businesses, across development stage and therapeutic areas, for the benefit of all our stakeholders. We focus on developing treatments for patients by working in close partnership with world-class academic founders and management teams. Our balance sheet underpins our strategy enabling us to take a long-term view as we look to improve the lives of patients with no or poor treatment options, build sustainable life science companies and deliver strong risk-adjusted returns to shareholders.

Copies of this press release and other corporate information can be found on the company website at: www.synconaltd.com Forward-looking statements - this announcement contains certain forward-looking statements with respect to the portfolio of investments of Syncona Limited. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. In particular, many companies in the Syncona Limited portfolio are conducting scientific research and clinical trials where the outcome is inherently uncertain and there is significant risk of negative results or adverse events arising. In addition, many companies in the Syncona Limited portfolio have yet to commercialise a product and their ability to do so may be affected by operational, commercial and other risks.