Investor FAQs

The acquisition of Applied Genetic Technologies Corporation (“AGTC”) by a portfolio company of Syncona Limited completed on November 30, 2022 and the common stock of AGTC is no longer listed or traded on The Nasdaq Global Stock Market.

Pursuant to the terms of the definitive agreement, AGTC stockholders are entitled to receive $0.34 per share in cash at closing, plus up to an additional $0.73 per share based on shares outstanding immediately prior to the closing (up to $50.0 million in the aggregate) payable pursuant to contingent value rights upon the achievement of specified milestones.

Former AGTC stockholders needing more information on the transaction may contact Georgeson LLC, the information agent for the transaction, at (800) 279-6913 through December 31, 2022.  After December 31, 2022, former AGTC stockholders with questions about the payment process for the transaction may contact Computershare Trust Company, N.A., the depositary and paying agent for the transaction (“Computershare”), at (800) 546-5141 (or (781) 575-2765 for outside U.S. territories).

To view AGTC’s SEC regulatory filings, please click here.

FAQs

What has happened to my shares of AGTC common stock as a result of Syncona’s acquisition of AGTC?

• On October 26, 2022, a portfolio company of Syncona Limited launched a tender offer for all outstanding shares of common stock of AGTC, for an offer price (the “Offer Price”) consisting of (i) $0.34 per share in cash at closing plus (ii) up to an additional $0.73 per share based on shares of AGTC common stock and restricted stock units outstanding immediately prior to the closing (up to $50.0 million in the aggregate) payable pursuant to contingent value rights (“CVRs”) upon the achievement of certain milestones related to transactions involving AGTC’s assets and regulatory and commercial milestones related to AGTC’s products.

• On November 30, 2022, the minimum tender condition and all of the other conditions to the tender offer were satisfied and the acquisition of AGTC was completed through a merger pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with AGTC continuing as the surviving corporation and becoming a portfolio company of Syncona. In connection with the merger, all shares of AGTC common stock not validly tendered in the tender offer were converted into the right to receive the Offer Price. As of November 30, 2022, the common stock of AGTC will no longer be listed or traded on The Nasdaq Global Stock Market.

I tendered my shares of AGTC common stock in the tender offer.  When will I receive the cash portion of the Offer Price?

• If you validly tendered your shares of AGTC common stock in the tender offer and you held your shares in physical certificated or electronic (DRS) form as the record owner thereof, Computershare will make payment to you directly in accordance with the information provided in your completed letter of transmittal on or about December 5, 2022. Please contact Computershare at (800) 546-5141 (or (781) 575-2765 for outside U.S. territories) if you have any questions about the payment process.

• If you validly tendered your shares of AGTC common stock in the tender offer and you held your shares beneficially through a bank or broker, the funds were transferred to DTC by Computershare on or about December 5, 2022. Please check your account or contact your bank or broker for further details.

What happens if I did not tender my shares of AGTC common stock in the tender offer?

• In connection with the merger, all shares of AGTC common stock not validly tendered in the tender offer were converted into the right to receive the Offer Price.

• If you were the record owner of your shares of AGTC common stock and you hold a physical stock certificate representing such shares, you will receive a letter of transmittal from Computershare. They were mailed on December 2, 2022.  You will need to complete the forms in the mailing and return them (along with your physical stock certificate) to Computershare in order to receive payment.  Please contact Computershare at (800) 546-5141 if you have any questions about the payment process.

• If you held your shares of AGTC common stock either beneficially through a bank or broker or in electronic (DRS) form as the record owner thereof, your shares will automatically be exchanged. Please contact your bank or broker if you have any questions about this process.

What are the contingent value rights (CVRs)?

• The Offer Price includes the right to receive a CVR relating to the achievement after the closing of the acquisition of certain milestones related to transactions involving AGTC’s assets and regulatory and commercial milestones related to AGTC’s products.

• For additional information about the CVR, please refer to pp. 52-56 of the Offer to Purchase for the tender offer filed by affiliates of Syncona with the U.S. Securities and Exchange Commission and available at https://www.sec.gov/Archives/edgar/data/1273636/000110465922111601/tm2228776d2_exa1a.htm.

If a CVR milestone is met, how will I receive payment?

• Payments of any amounts due pursuant to the CVRs will be made to the holders thereof in the same manner as the payment of the cash portion of the Offer Price as described above.