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is subject to customary closing conditions, including that the number of shares validly tendered and not validly withdrawn represents a majority of all shares of AGTC common stock then outstanding plus the aggregate number of shares issuable to holders of stock options and warrants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.