Syncona Limited (LSE:SYNC), a fund managed by Syncona Investment Management Limited entered into a definitive agreement to acquire Applied Genetic Technologies Corporation (NasdaqGM:AGTC) for $23.3 million on October 23, 2022. Syncona will acquire Applied Genetic Technologies through a tender offer for $0.34 per share in cash plus potential future aggregate cash payments of up to $50 million pursuant to contingent value rights. AGTC equity holders will receive in the transaction, for each share of AGTC common stock, one non-tradeable contingent value rights. Syncona plans to finance the upfront cash consideration in the transaction with cash on hand. Under the terms of the definitive agreement, any shares not tendered in the tender offer will be acquired in a second-step merger at the same cash price as paid in the tender offer. Upon the closing of the transaction, the shares of AGTC's common stock will no longer be listed on any public market. In case of termination of the transaction under certain circumstances, AGTC will be required to pay a termination fee of $1.5 million to Syncona.

The closing of the transaction is subject to customary closing conditions, including that the number of shares validly tendered and not validly withdrawn represents a majority of all shares of AGTC common stock then outstanding plus the aggregate number of shares issuable to holders of stock options and warrants in respect of which AGTC has received notices of exercise prior to the expiration of the tender offer. Syncona board of directors approved the transaction. The transaction was unanimously approved by AGTC's board of directors and is expected to close in the fourth quarter of 2022. As of October 26, 2022, Syncona commenced the tender offer and the tender offer will expire on November 28, 2022. As of November 29, 2022, Syncona Limited has extended the expiration of the tender offer on November 30, 2022.

MTS Health Partners, L.P. is acting as financial advisor to AGTC in connection with the transaction. MTS Securities, LLC is acting as fairness opinion provider to AGTC. Stacie S. Aarestad, Dan Clevenger, Hemmie Chang, Marc Nawyn, Areta Kupchyk, Nicholas V. Romanos, Adam P. Kahn, Christopher Feudo, Jeffrey Ganguly, Michael L. Rosen, Matthew C. Baltay and Ryan M. Rourke Reed of Foley Hoag LLP are acting as legal advisor to AGTC in connection with the transaction. BTIG LLC is acting as financial advisor to Syncona and Matthew J. Gardella and Matthew W. Tikonoff of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. are acting as legal advisor to Syncona in connection with the transaction. Georgeson LLC is acting as information agent for Syncona. Computershare Trust Company, National Association is acting as depositary and paying agent in the tender offer. PricewaterhouseCoopers International Limited, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and BTIG, LLC acted as due diligence providers to Syncona.

Syncona Limited (LSE:SYNC), a fund managed by Syncona Investment Management Limited completed the acquisition of Applied Genetic Technologies Corporation (NasdaqGM:AGTC) on November 30, 2022. Accordingly, the Minimum Condition to the Offer has been satisfied. As a result of the satisfaction of the Minimum Condition and each of the other conditions to the Offer, on November 30, 2022, Syncona irrevocably accepted for payment all shares of Common Stock that were validly tendered, and not properly withdrawn, pursuant to the Offer. AGTC notified Nasdaq Global Market (“ Nasdaq ”) of the consummation of the Merger and requested that Nasdaq (i) suspend trading of the Common Stock effective prior to the opening of Nasdaq on December 1, 2022, and (ii) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). In accordance with the terms of the agreement, (i) each of William Aliski, Yehia Hashad, Edward Hurwitz, Scott Koenig, James Robinson, James Rosen, Anne VanLent and Susan Washer ceased to serve in its respective position as a member of AGTC's Board of Directors, and any committee thereof effective as of the Effective Time, and (ii) Chris Hollowood, David Fellows and Ashwin Datt, each a director of Syncona immediately prior to the Effective Time, became directors of AGTC.