Syncona Commences Tender Offer For All Outstanding Shares Of Applied Genetic Technologies Corporation

Applied Genetic Technologies Corporation (NASDAQ:AGTC) ("AGTC" or the "Company") and a newly established portfolio company of Syncona Limited ("Syncona"), a leading healthcare company focused on founding, building and funding global leaders in life science, announced the commencement today of the previously announced tender offer for all of the issued and outstanding shares of common stock of AGTC at a price of $0.34 per share in cash, at the closing of the transaction, plus up to an additional $0.73 per share payable pursuant to contingent value rights upon the achievement of specified milestones (CVRs).
 

The upfront cash payable at the closing of the tender offer of $0.34 per share represents a premium of approximately 42% over AGTC's closing stock price immediately prior to the announcement of the transaction. If all the CVR milestones are achieved, total consideration payable per share could be increased by up to $0.73, resulting in total consideration of up to $1.07 per share and an aggregate premium of up to approximately 344% over AGTC's closing stock price on October 21, 2022.

The tender offer is being made pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 23, 2022, by and among AGTC, Alliance Acquisition Sub, Inc. ("Purchaser") and Alliance Holdco Limited ("Parent"), a wholly owned subsidiary of Syncona.

AGTC's board of directors unanimously approved the Merger Agreement and recommends that all stockholders tender their shares in the tender offer.

The tender offer will expire at 5:00 p.m., Eastern Time, on November 28, 2022, unless the tender offer is extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the SEC. The completion of the tender offer is conditioned upon, among other things, AGTC's stockholders tendering at least a majority of AGTC's then outstanding shares and other customary closing conditions

A tender offer statement on Schedule TO that includes the Offer to Purchase and related Letter of Transmittal setting forth the terms and conditions of the tender offer has been filed today with the U.S. Securities and Exchange Commission (the "SEC") by Purchaser, Parent, Syncona Portfolio Limited and Syncona Investment Management Limited. Additionally, AGTC has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 that includes the unanimous recommendation of AGTC's board of directors that AGTC's stockholders tender their shares in the tender offer.

Georgeson LLC is acting as information agent for Purchaser in the tender offer. Computershare Trust Company, N.A. is acting as depositary and paying agent in the tender offer. Requests for documents and questions regarding the tender offer may be directed to Georgeson LLC by telephone at (800) 279-6913.

Copies of this press release and other corporate information can be found on Syncona's website at: www.synconaltd.com and AGTC's website at www.agtc.com.