22 November 2023

Syncona Limited

Syncona to acquire Freeline Therapeutics Holdings plc

·      A newly established portfolio company of Syncona has entered into an agreement with Freeline to acquire all of the shares of Freeline that Syncona does not currently own in an all-cash transaction that values the entire issued share capital of Freeline at c.$28.3 million

·      Freeline represents a differentiated opportunity to invest in line with capital allocation focus on clinical assets with the potential to reach late-stage development in the near term

·      In conjunction with the agreement, Syncona will provide up to $15 million of financing to enable Freeline to meet its near-term cash requirements, to continue to advance FLT201 and to continue to execute on plan

Syncona Ltd ("Syncona" or the "Company"), a leading life science investor focused on creating, building and scaling global leaders in life science, today announces that its newly established portfolio company has entered into an agreement with Freeline Therapeutics Holdings plc ("Freeline") to acquire all of the shares of Freeline that Syncona does not currently own in an all-cash transaction. Syncona currently owns 49.7% of Freeline.[1]

Under the agreement, a newly established Syncona portfolio company will acquire Freeline for $6.50 in cash for each Freeline American Depositary Share (ADS). This price values the entire issued share capital of Freeline at approximately $28.3 million and represents a 50% premium to Freeline's closing price prior to the announcement on October 18 of Syncona's initial proposal to take Freeline private. The acquisition is subject to approval or acceptance by the required number of Freeline's minority shareholders and is expected to close in the first quarter of 2024.

Syncona is highly supportive of Freeline's lead programme, FLT201, a potential first- and best-in-class gene therapy for Gaucher disease, a debilitating condition where there is a clear need for better treatment options. Syncona believes there is considerable potential for a one-time gene therapy that can deliver durable expression of the GCase enzyme which is deficient in Gaucher disease patients.

Chris Hollowood, CEO of Syncona Investment Management Limited, said: "We continue to be excited by the data published by Freeline in its FLT201 programme and are pleased with how the company is executing. Our capital allocation is resolutely focused on opportunities with strong prospects of driving an asset to late-stage development, where we believe significant value can be accessed. The challenging market conditions impacting the biotech sector have presented a differentiated opportunity to deploy capital in line with that approach. The flexibility of the Syncona platform, enabled by our capital pool, allows us to optimise how we do this and, in this instance, taking the company private allows us the best route to potential risk-adjusted returns."

In conjunction with the agreement, Syncona is committing to provide Freeline with up to $15 million of financing[2]. This will enable Freeline to advance its lead FLT201 therapy in Gaucher disease, as well as continuing to advance its GBA1-linked Parkinson's disease research programme.

[ENDS]

Syncona Investor and Media Contacts:

Syncona Ltd

Annabel Clark / Fergus Witt

Tel: +44 (0) 20 3981 7940

FTI Consulting

Ben Atwell / Natalie Garland-Collins / Tim Stamper

Tel: +44 (0) 20 3727 1000

Terms of the Going-Private transaction

It is intended that the acquisition will be implemented by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006, whereby the entire issued and to be issued share capital of Freeline that Syncona does not already own will be acquired by a newly established Syncona portfolio company. The acquisition is conditional on, among other things: (i) the approval by not less than 75 percent in value of the Freeline shareholders present, entitled to vote and voting, either in person or by proxy, at each of the court meeting and the general meeting to be convened to approve the Scheme; and (ii) the sanction of the Scheme by the U.K. Court. Syncona will not be entitled to vote at the Court Meeting. The acquisition does not require the approval of Syncona's shareholders.

If completed, the acquisition will result in the company becoming a wholly owned Syncona portfolio company, and its ADSs will no longer be listed on Nasdaq.

Freeline will furnish to the U.S. Securities and Exchange Commission (the "SEC") a current report on Form 6-K regarding the acquisition, which will include as an exhibit thereto the Implementation Agreement. All parties desiring details regarding the acquisition are urged to review these documents, which will be available at the SEC's website (http://www.sec.gov).

Further details of the acquisition will be contained in the Scheme Document to be made available to Freeline shareholders along with notices of the Court Meeting and General Meeting and the Forms of Proxy.

In connection with the acquisition, Syncona and Freeline will prepare and mail a Schedule 13E-3 Transaction Statement (the "Schedule 13E-3"). The Schedule 13E-3 will be filed with the SEC. INVESTORS AND SHAREHOLDERS IN FREELINE ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FREELINE, THE ACQUISITION, AND RELATED MATTERS. In addition to receiving the Schedule 13E-3 by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about Freeline, the acquisition, and related matters, without charge from the SEC's website (http://www.sec.gov).

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is acting as US legal counsel to Syncona; and Simmons & Simmons LLP is acting as UK legal counsel to Syncona. Leerink Partners is acting as an exclusive financial advisor to Board of Freeline's Special Committee, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to the Board of Freeline's Special Committee.

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.

Forward-looking statements - this announcement contains certain forward-looking statements with respect to the portfolio of investments of Syncona Limited, the proposed transactions between Syncona Limited and Freeline, future opportunities for the combined company and other statements about future expectations, beliefs, goals, plans or prospects. 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 and many such companies have yet to commercialise a product and their ability to do so may be affected by operational, commercial and other risks.

Syncona Limited seeks to achieve returns over the long term. Investors should seek to ensure they understand the risks and opportunities of an investment in Syncona Limited, including the information in our published documentation, before investing.