International law firm Simmons & Simmons has advised Syncona Ltd, a leading life science investor focused on creating, building and scaling global leaders in life science, on its take private of Freeline Therapeutics Holdings plc.
The acquisition by Syncona - a FTSE 250-listed investment company - will see it purchase the shares in Freeline it does not currently own for US$6.50 in cash for each Freeline American Depositary Share. The price represents a 50% premium to Freeline's closing share price prior to the announcement of Syncona's initial proposal to take Freeline private, and values the entire issued share capital of Freeline at c. US$28.3 million.
NASDAQ-listed Freeline Therapeutics, which is headquartered in the UK and has operations in the US, is a clinical-stage biotechnology company focused on developing transformative gene therapies for chronic debilitating diseases. Freeline's lead programme, FLT201, is 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 intends to implement the acquisition by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006. The acquisition of Freeline is expected to close in the first quarter of 2024.
Syncona has also committed to provide up to US$15 million of financing to Freeline by way of secured convertible loan notes to enable Freeline to continue to advance its lead FLT201 therapy for Gaucher disease, as well as its GBA1-linked Parkinson's disease research programme.
The multi-disciplinary Simmons team was led by corporate partner and head of UK Public Markets, Colin Bole, alongside public M&A partner Mark Curtis and corporate associate Holly Vaudry, and included capital markets partner Piers Summerfield and banking partner Elliot Beard on the financing, anti-trust partner Mark Jephcott and share incentives partner Tair Hussain. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. are advising Syncona on US law / SEC filings.
Commenting on the deal, Colin Bole said: "We wish to congratulate Syncona on reaching agreement to take Freeline private. Syncona's continued support of Freeline as a private entity has the potential to further advance some incredibly promising gene therapy treatments for chronic debilitating illnesses with unmet need. This was a complex, fast-moving deal, which Simmons was able to support Syncona on by leveraging our many centres of expertise across our leading corporate finance team."
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