SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

APPLIED GENETIC TECHNOLOGIES CORPORATION

(Name of Subject Company (Issuer))

ALLIANCE ACQUISITION SUB, INC.

ALLIANCE HOLDCO LIMITED

SYNCONA PORTFOLIO LIMITED

(Offerors)

SYNCONA INVESTMENT MANAGEMENT LIMITED

(Other Person)

Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)

03820J 100
(CUSIP Number of Class of Securities)

Dr. Christopher Hollowood
Alliance Holdco Limited
8 Bloomsbury Street, London, United Kingdom, WC1B 3SR
Tel. +44 20 3981 7909
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:
Matthew J. Gardella

Matthew W. Tikonoff
Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐	Rule 13d-1(d) (Cross-Border Third-Party Tender Offer)

SCHEDULE TO

The pre-commencement communications filed under cover of this Tender Offer Statement on Schedule TO are being filed by Alliance Acquisition Sub, Inc., a Delaware corporation (“Purchaser”), a direct wholly owned subsidiary of Alliance Holdco Limited, a private limited company organized under the laws of England and Wales (“Parent”), a direct wholly owned subsidiary of Syncona Portfolio Limited, a private limited company incorporated in Guernsey (“Syncona Portfolio”), pursuant to General Instruction D to Schedule TO related to a planned purchase of all outstanding shares of common stock, $0.001 par value per share (“Shares”), of Applied Genetic Technologies Corporation, a Delaware corporation (“Company”). Syncona Portfolio is a direct wholly owned subsidiary of Syncona Holdings Limited, a private limited company incorporated in Guernsey (“Syncona Holdings”), a direct wholly controlled subsidiary of Syncona Limited, a registered, closed-ended investment company, incorporated as a limited company in Guernsey, with ordinary shares publicly listed on the London Stock Exchange (LON: SYNC) (“Syncona”). Syncona Investment Management Limited, a private limited company incorporated in England and Wales and direct wholly owned subsidiary of Syncona Holdings, may, under the applicable rules as construed by the U.S. Securities and Exchange Commission and case law, be considered to be a co-offeror with the Purchaser, Parent and Syncona Portfolio (although they have no purchase obligations under the Offer)

Additional Information

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the issued and outstanding shares of common stock of the Company described in this announcement has not commenced. At the time the tender offer is commenced, Purchaser, Parent and Syncona Portfolio will file, or will cause to be filed, a Schedule TO Tender Offer Statement (the “Schedule TO”) with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a Schedule 14D-9 Solicitation/Recommendation Statement (the “Schedule 14D-9”) with the SEC, in each case with respect to the tender offer. The Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents) and the Schedule 14D-9 will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s stockholders at no expense to them by the information agent for the tender offer, which will be announced. In addition, those materials and all other documents filed by, or caused to be filed by, Purchaser, Parent and Syncona Portfolio with the SEC will be available at no charge on the SEC’s website at www.sec.gov.

Forward-looking Statements

Purchaser, Parent and Syncona Portfolio caution investors that any forward-looking statements or projections made by Purchaser, Parent and Syncona Portfolio, including those made in this announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. This announcement also includes forward-looking statements related to the Company and the acquisition of the Company by Purchaser, Parent and Syncona Portfolio that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Purchaser, Parent, Syncona Portfolio and the Company and members of their respective senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the expected timetable for completing the transaction, future financial and operating results, benefits of the transaction, future opportunities for the combined company and any other statements about the Company management’s future expectations, beliefs, goals, plans or prospects, and the accuracy of any assumptions underlying any of the foregoing. Purchaser, Parent and Syncona Portfolio caution investors that any forward-looking statements or projections made by Purchaser, Parent and Syncona Portfolio, including those made in this announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, those discussed in documents filed with the SEC by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company, and the risk and uncertainties detailed from time to time in documents filed with the London Stock Exchange by Syncona, including its annual and interim reports. All forward-looking statements are based on information currently available to Purchaser, Parent and Syncona Portfolio, and none of Purchaser, Parent or Syncona Portfolio assumes any obligation to update any forward-looking statements.

Item 12. Exhibits.

(a)(5)(a) Press Release, dated October 23, 2022, by the Company.

(a)(5)(b)	Press Release, dated October 23, 2022, by Syncona.
(a)(5)(c)	Excerpted transcript of the Company's conference call on October 24, 2022.

EX-99.(A)(5)(A)

Exhibit (a)(5)(a)

 

Syncona to Acquire Applied Genetic Technologies Corporation

Upfront consideration in cash of $0.34 per share representing a premium of approximately 42% over AGTC’s closing stock price on October 21, 2022

Total consideration of up to $1.07, including up to $0.73 per CVR, representing a premium of up to approximately 344% over AGTC’s closing stock price on October 21, 2022

AGTC’s Board has examined all alternative options for the future of AGTC and believes this transaction clearly delivers the best value for shareholders

Given the state of equity and other funding markets, AGTC sees significant challenges in funding ongoing operations beyond 2022

Syncona and AGTC to host conference call on October 24, 2022 at 7:30 a.m. ET

GAINESVILLE, Florida and CAMBRIDGE, Massachusetts, October 23, 2022 – Applied Genetic Technologies Corporation (Nasdaq: AGTC), a clinical-stage biotechnology company focused on the development and commercialization of adeno-associated virus (AAV)-based gene therapies for the treatment of rare and debilitating diseases with an initial focus on inherited retinal diseases (IRDs), today announced that it has entered into a definitive agreement pursuant to which a newly established portfolio company of Syncona Limited (LON: SYNC), a leading healthcare company focused on founding, building and funding global leaders in life science, will acquire AGTC, through a tender offer, for approximately $23.5 million ($0.34 per share) in cash at the closing of the transaction plus potential future aggregate cash payments of up to $50.0 million (up to $0.73 per share) pursuant to contingent value rights (CVRs). The board of directors of AGTC unanimously recommends that the shareholders of AGTC tender their shares in the tender offer once it is commenced.

“This transaction represents an attractive upfront cash offer to shareholders at a premium of approximately 42% to the current share price, with the potential to receive future upside based on the clinical success of XLRP and other pipeline assets through CVRs,” said Dr. Scott Koenig, Chairman of AGTC’s board of directors. “Our board and leadership team evaluated all alternative options to progress AGTC-501. Given the state of equity and other funding markets, we see significant challenges in funding ongoing operations beyond 2022. We believe that this transaction clearly will deliver the best value to our shareholders. AGTC’s board of directors has unanimously approved the offer and strongly encourages shareholders to tender their shares.”

“Our team has completed groundbreaking work for patients living with devastating retinal diseases,” said Sue Washer, President and Chief Executive Officer of AGTC. “This transaction allows continued progress in advancing an important therapy for XLRP patients while also maximizing immediate and potential long-term value to our shareholders. On closing, AGTC will be Syncona’s third company focused on retinal gene therapy, and we look forward to transitioning AGTC-501 to Syncona’s experienced stewardship with the goal of advancing this differentiated product candidate to patients with XLRP.”

“We share AGTC’s passion in developing life changing treatments for patients with diseases with no currently approved therapies,” said Chris Hollowood, Chief Investment Officer of Syncona Investment Management Limited. “Syncona has significant expertise in AAV gene therapy, and in particular, a strong track record of building retinal gene therapy businesses. We believe AGTC’s XLRP program has the potential to be a best-in-class product that could transform the lives of patients suffering with this devastating blinding condition.”

Under the terms of the definitive agreement, an indirect subsidiary of Syncona Limited will initiate a tender offer to acquire all outstanding shares of AGTC common stock. The upfront cash consideration in the transaction will consist of $0.34 per share of AGTC common stock (including common stock underlying restricted stock units and in-the-money stock options). AGTC equity holders will also receive in the transaction, for each share of AGTC common stock, one non-tradeable CVR. The holders of the CVRs will be entitled to receive payments of up to an additional $50.0 million in the aggregate upon the achievement of certain milestones related to transactions involving AGTC’s assets and regulatory and commercial milestones related to AGTC’s products. The $0.34 per share represents a premium of approximately 42% and the potential for up to $1.07 per share (inclusive of the potential CVR value) represents a premium of up to approximately 344% over AGTC’s closing stock price on October 21, 2022.

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. 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 (treating as outstanding the shares underlying outstanding restricted stock units) 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. Upon the closing of the transaction, the shares of AGTC’s common stock will no longer be listed on any public market. Subject to certain limited exceptions, the CVRs will be non-transferable. There can be no assurance that any contingent payments will be paid. Syncona plans to finance the upfront cash consideration in the transaction with cash on hand.

The transaction was unanimously approved by AGTC’s board of directors and is expected to close in the fourth quarter of 2022. All of the members of AGTC’s board of directors and the executive officers of AGTC entered into a tender and support agreement with respect to all of the shares of AGTC common stock and/or stock options held by such persons (representing in the aggregate less than 1% of AGTC’s equity), pursuant to which each such person agreed, among other things, to vote against other proposals to acquire AGTC and, subject to certain exceptions, to tender such person’s AGTC shares pursuant to the tender offer.

MTS Health Partners, L.P. is acting as financial advisor to AGTC in connection with the transaction. Foley Hoag LLP is acting as legal advisor to AGTC in connection with the transaction. BTIG LLC is acting as financial advisor to Syncona and Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. is acting as legal advisor to Syncona in connection with the transaction.

Conference Call and Webcast

Syncona and AGTC will host a conference call and webcast to review the details of the transaction on October 24, 2022 at 7:30 a.m. ET. To access the call, dial 877-407-6184 (U.S. participants) or 201-389-0877 (non-U.S. participants). A live webcast will be available in the Events and Presentations section of AGTC’s Investor Relations site at http://ir.agtc.com/events-and-presentations.

Please log in approximately 10 minutes prior to the scheduled start time. The archived webcast will be available in the Events and Presentations section of AGTC’s website following the call.

About Syncona

Syncona’s purpose is to invest to extend and enhance human life. We do this by founding and building companies to deliver transformational treatments to patients in areas of high unmet need. Our strategy is to found, build and fund companies around exceptional science to create a diversified portfolio of 15-20 globally leading healthcare businesses for the benefit of all our stakeholders. We focus on developing treatments for patients by working in close partnership with world-class academic founders and management teams. Our balance sheet underpins our strategy enabling us to take a long-term view as we look to improve the lives of patients with no or poor treatment options, build sustainable life science companies and deliver strong risk-adjusted returns to shareholders.

About AGTC

AGTC is a clinical-stage biotechnology company developing genetic therapies for people with rare and debilitating ophthalmic, otologic and central nervous system (CNS) diseases. AGTC is designing and constructing critical gene therapy elements and bringing them together to develop customized therapies with the potential to address unmet patient needs. AGTC’s most advanced clinical programs in XLRP and ACHM CNGB3 leverage its technology platform to potentially improve vision for patients with inherited retinal diseases. Its preclinical programs build on AGTC’s AAV manufacturing technology and scientific expertise. AGTC is advancing multiple pipeline candidates to address substantial unmet clinical needs in optogenetics, otology and CNS disorders, and has entered into strategic collaborations with companies including Bionic Sight, Inc., an innovator in the emerging field of optogenetics and retinal coding, and Otonomy, Inc., a biopharmaceutical company dedicated to the development of innovative therapeutics for neurotology.

Important Information for Stockholders of Applied Genetic Technologies Corporation

The tender offer for the outstanding shares of AGTC referenced in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that subsidiaries of Syncona Limited will file with the Securities and Exchange Commission (SEC). At the time the tender offer is commenced, subsidiaries of Syncona Limited will file tender offer materials on Schedule TO, and, thereafter, AGTC will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF AGTC COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF AGTC COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of AGTC common stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies of the tender offer materials may be obtained for free by contacting Georgeson LLC, Syncona’s Information Agent, at 800-279-6913 or 1290 Avenue of the Americas, 9^th Floor, New York, NY 10104.

Forward-looking Statements

Statements in this press release regarding the proposed transactions between Syncona and AGTC, the expected timeline for completing the transactions, the anticipated contingent value right payments, future financial and operating results and benefits and synergies of the transaction, future opportunities for the combined company and any other statements about future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. Any statements that are not statements of historical fact (including statements containing “believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,” “intends,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the risk that the proposed transactions may not be completed in a timely manner, or at all; the failure to satisfy all of the closing conditions of the proposed transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement and the tender offer thereunder; the effect of the announcement or pendency of the proposed transactions on both Syncona’s and AGTC’s businesses, operating results and relationships with customers, suppliers, competitors and others; the risk that the proposed transactions may disrupt Syncona’s and AGTC’s current plans and business operations; potential difficulties retaining employees as a result of the proposed transactions; risks related to the diverting of management’s attention from AGTC’s ongoing business operations; the outcome of any legal proceedings that may be instituted against AGTC related to the merger agreement or the tender offer thereunder; risks relating to product development and commercialization and demand for AGTC’s products (and, as such, uncertainty that the milestones for the contingent value right payments may not be achieved); risks associated with competition; and other commercial and risks discussed in the “Risk Factors” section of AGTC’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022. In addition, the forward-looking statements included in this press release represent AGTC’s views as of October 23, 2022. It is anticipated that subsequent events and developments will cause such views to change. However, while they may elect to update these forward-looking statements at some point in the future, AGTC specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing AGTC’s views as of any later date.

Applied Genetic Technologies Corporation Contacts:

IR Contact:

David Carey

Lazar FINN Partners

T: (212) 867-1768

david.carey@finnpartners.com

Corporate Contact:
Jonathan Lieber
Chief Financial Officer
Applied Genetic Technologies Corporation
T: (617) 843-5778  
jlieber@agtc.com

EX-99.(A)(5)(B)

Exhibit (a)(5)(b)

Syncona Limited

Syncona to acquire Applied Genetic Technologies Corporation (AGTC)

24 October 2022

· A newly established portfolio company of Syncona Limited will commence a tender offer to acquire all outstanding shares of AGTC for $0.34 per share, valuing AGTC at approximately $23.5 million (£20.8 million¹), plus the potential for up to an additional $50.0 million (up to $0.73 per share) in contingent value rights in the event certain milestones are achieved

· Acquisition includes AGTC’s lead candidate, AGTC-501, a potentially best-in-class, adeno-associated virus (AAV) gene therapy for X-linked retinitis pigmentosa (XLRP), currently in late-stage clinical development

· If the transaction is completed, AGTC will be Syncona’s third company focused on retinal gene therapy, following Nightstar and Gyroscope, and will benefit from Syncona’s significant expertise and strategic insight in the field

· Syncona and AGTC will host a conference call on October 24, 2022 at 7:30 a.m. ET, 12:30 p.m. BST

Syncona Limited, a leading healthcare company focused on founding, building and funding global leaders in life science, today announces that its newly established portfolio company has agreed to acquire, by a tender offer, all outstanding shares of Applied Genetic Technologies Corporation ("AGTC") (Nasdaq: AGTC), a clinical-stage biotechnology company focused on the development and commercialisation of adeno-associated virus (AAV)-based gene therapies for the treatment of rare and debilitating diseases with an initial focus on inherited retinal diseases (IRDs) for approximately $23.5 million ($0.34 per share) in cash, an approximately 42% premium to the AGTC closing share price on 21 October 2022. The transaction also includes the potential for up to an additional $50.0 million (up to $0.73 per share) in contingent value rights to AGTC’s stockholders in the event certain milestones related to transactions involving AGTC’s assets and regulatory and commercial milestones related to AGTC’s products are achieved. The board of directors of AGTC unanimously recommends that the stockholders of AGTC tender their shares in the tender offer once it is commenced. The closing of the tender offer is subject to the tendering by AGTC’s stockholders of a majority of AGTC’s outstanding shares.

The acquisition of AGTC will further enhance Syncona’s gene therapy portfolio and represents an opportunity for Syncona to apply its expertise in retinal gene therapy to support AGTC to drive its lead candidate, AGTC-501 (laruparetigene zosaparvovec), targeting X-linked retinitis pigmentosa (XLRP), through late-stage clinical development.

AGTC is a clinical-stage gene therapy company developing genetic therapies for people with rare ophthalmic, otologic and central nervous system diseases, with high unmet medical need. AGTC’s lead asset, AGTC-501, is an investigational recombinant AAV vector-based gene therapy for the treatment of XLRP, a genetic eye disease that causes progressive vision loss and ultimately blindness in men. AGTC-501 recently completed a Phase II follow-on study which demonstrated significant visual sensitivity improvements and a favourable safety profile. There are currently no approved treatments for this condition.

AGTC-501 has been granted U.S. Food and Drug Administration orphan drug designation, as well as European Commission orphan medicinal product designation. If the transaction closes, Syncona expects to support AGTC to advance AGTC-501 through Phase II/III clinical trials and towards product approval. Following closing, Syncona also expects to support AGTC in exploring strategic options for AGTC’s broader pipeline of gene therapy products.

Chris Hollowood, Chief Investment Officer of Syncona Investment Management Limited, said: “We have followed AGTC for a number of years and are very familiar with its lead programme focused on XLRP, a rare inherited genetic eye disease that leads to loss of sight over time. It is a disease we know very well because of our previous investment in Nightstar and we are excited by the data. AGTC’s gene therapy for XLRP has shown compelling improvements in visual sensitivity along with a favourable safety profile in clinical trials to date.

¹ FX rates as at 21 October 2022

“Our expertise in AAV gene therapy, and in particular, our strong track record of building retinal gene therapy businesses, will allow us to drive AGTC’s late stage clinical and regulatory strategy for its lead programme for XLRP. We believe it has the potential to be a best-in-class product that could transform the lives of patients suffering with this devastating blinding condition.

“This transaction further demonstrates the strength of our strategic capital base to fund exciting opportunities such as AGTC, where we believe we can apply our model and bring to bear our expertise to drive strong risk-adjusted returns for Syncona shareholders and deliver significant impact for patients.”

Sue Washer, President and Chief Executive Officer of AGTC, said: “Our team has completed ground-breaking work for patients living with devastating retinal diseases. This transaction allows continued progress in advancing an important therapy for XLRP patients while also maximizing immediate and potential long-term value to our shareholders. On closing, AGTC will be Syncona’s third company focused on retinal gene therapy, and we look forward to transitioning the AGTC-501 XLRP product candidate to Syncona’s experienced stewardship with the goal of advancing this differentiated product candidate to patients.”

Transaction Terms and Financial Considerations

Under the terms of the definitive agreement, an indirect subsidiary of Syncona Limited will initiate a tender offer to acquire all outstanding shares of AGTC common stock. The upfront cash consideration in the transaction will consist of $0.34 per share of AGTC common stock (including common stock underlying restricted stock units and in-the-money stock options). AGTC equity holders will also receive in the transaction, for each share of AGTC common stock, one non-tradeable CVR. The holders of the CVRs will be entitled to receive payments of up to an additional $50.0 million in the aggregate upon the achievement of certain transactions involving AGTC’s assets and sales and regulatory milestones related to AGTC’s products. 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. The closing of the transaction is subject to specified customary closing conditions, including that the number of shares validly tendered and not validly withdrawn represents a majority of all shares of AGTC’s common stock then outstanding (treating as outstanding the shares underlying outstanding restricted stock units) 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 offer.

The transaction has been unanimously approved by AGTC’s board of directors and is expected to close in the fourth quarter of 2022. All of the members of AGTC’s board of directors and the executive officers of AGTC entered into a tender and support agreement with respect to all of the shares of AGTC common stock and/or stock options held by such persons (representing in the aggregate less than 1% of AGTC’s equity), pursuant to which each such person agreed, among other things, to vote against other proposals to acquire AGTC and, subject to certain exceptions, to tender such person’s AGTC shares pursuant to 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. There can be no assurance that any contingent payment will be paid. Syncona plans to finance the transaction with cash in hand.

Advisers

BTIG LLC is acting as financial adviser to Syncona and Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. is acting as legal adviser to Syncona in connection with the transaction. MTS Health Partners, L.P. is acting as financial advisor to AGTC in connection with the transaction. Foley Hoag LLP is acting as legal advisor to AGTC in connection with the transaction.

Conference Call and Webcast

Syncona and AGTC will host a conference call and webcast to review the details of the transaction on October 24, 2022 at 7:30 a.m. ET, 12:30 p.m. BST. To access the call, dial 877-407-6184 (U.S. participants) or 201-389-0877 (non-U.S. participants). A live webcast will be available in the Events and Presentations section of AGTC’s Investor Relations site at http://ir.agtc.com/events-and-presentations.

[ENDS]

Copies of this press release and other corporate information can be found on the company website at: www.synconaltd.com

Forward-looking statements - this announcement contains certain forward-looking statements with respect to the portfolio of investments of Syncona Limited, the proposed transactions between Syncona Limited and AGTC, the expected timeline for completing the transactions, the anticipated contingent value right payments, future financial and operating results and benefits and synergies of the transaction, future opportunities for the combined company and other statements about future expectations, beliefs, goals, plans or prospects. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. In particular, many companies in the Syncona Limited portfolio are conducting scientific research and clinical trials where the outcome is inherently uncertain and there is significant risk of negative results or adverse events arising and many such companies have yet to commercialise a product and their ability to do so may be affected by operational, commercial and other risks (and, as such, there is uncertainty that the milestones for the contingent value right payments may not be achieved).

Enquiries

Syncona Limited

Annabel Clark / Fergus Witt

Tel: +44 (0) 20 3981 7940

FTI Consulting

Ben Atwell / Natalie Garland-Collins / Julia Bradshaw / Tim Stamper

Tel: +44 (0) 20 3727 1000

About Syncona

Syncona's purpose is to invest to extend and enhance human life. We do this by founding and building companies to deliver transformational treatments to patients in areas of high unmet need.

Our strategy is to found, build and fund companies around exceptional science to create a diversified portfolio of 15-20 globally leading healthcare businesses for the benefit of all our stakeholders. We focus on developing treatments for patients by working in close partnership with world-class academic founders and management teams. Our balance sheet underpins our strategy enabling us to take a long-term view as we look to improve the lives of patients with no or poor treatment options, build sustainable life science companies and deliver strong risk-adjusted returns to shareholders.

About AGTC

AGTC is a clinical-stage biotechnology company developing genetic therapies for people with rare and debilitating ophthalmic, otologic and central nervous system (CNS) diseases. AGTC is designing and constructing critical gene therapy elements and bringing them together to develop customized therapies with the potential to address unmet patient needs. AGTC’s most advanced clinical programs in XLRP and ACHM CNGB3 leverage its technology platform to potentially improve vision for patients with inherited retinal diseases. Its preclinical programs build on AGTC’s AAV manufacturing technology and scientific expertise. AGTC is advancing multiple pipeline candidates to address substantial unmet clinical needs in optogenetics, otology and CNS disorders, and has entered into strategic collaborations with companies including Bionic Sight, Inc., an innovator in the emerging field of optogenetics and retinal coding, and Otonomy, Inc., a biopharmaceutical company dedicated to the development of innovative therapeutics for neurotology.

Additional Information about the Tender Offer

The tender offer for the outstanding shares of AGTC referenced in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that subsidiaries of Syncona Limited will file with the Securities and Exchange Commission (SEC). At the time the tender offer is commenced, subsidiaries of Syncona Limited will file tender offer materials on Schedule TO, and, thereafter, AGTC will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF AGTC COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF AGTC COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of AGTC common stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies of the tender offer materials may be obtained for free by contacting Georgeson LLC, Syncona’s Information Agent, at 800-279-6913 or 1290 Avenue of the Americas, 9^th Floor, New York, NY 10104. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement to be filed by AGTC, AGTC files annual, quarterly and current reports and other information with the SEC.

EX-99.(A)(5)(C)

Exhibit (a)(5)(c)

The following is an excerpt from the script for the conference call that was held at 7:30 a.m. Eastern Time on October 24, 2022 by Applied Genetic Technologies Corporation (“AGTC”). The following does not purport to be a complete statement or summary of the conference call.

Chris Hollowood, Syncona CIO:

Good morning all and thank you Sue for the introduction. I am pleased to be here to discuss today’s announcement and wanted to take the opportunity to provide some background on Syncona and why we’re here today. We are a leading healthcare investor based in the UK. We were founded in 2012 by the Wellcome Trust and have developed a strong track record in creating life science companies and building and scaling them through the clinic. At the heart of our vision is to deliver transformational treatments to patients in areas of high unmet need and we believe there is a significant opportunity here to support a product with high potential in reaching patients. Our team has extensive experience in the field of retinal diseases and gene therapy. For example, Nightstar and Gyroscope, previously in our portfolio, were sold to Biogen and Novartis respectively. We founded these companies and took them both through to pivotal and phase II studies, remaining significant owners over six years for each of them. More broadly across the field of gene therapy we have a further three gene therapy companies in our current portfolio and so have created five since our foundation. We have an extensive network across the retinal community and part of our success has been to leverage this in the management teams we build and clinical and academic centers we work with. We intend to bring all of this experience to bear here to ensure high quality execution.

We believe that the AGTC-501 XLRP product candidate has the potential to be a best-in-class product that could transform the lives of patients suffering with this devasting blinding condition and believe we have the domain expertise and track record to enable our new portfolio company to advance this product through to patients. After the closing, we intend to work with the management team to support them to deliver a clinical plan for AGTC-501, which if successful, we believe has the potential to provide value to AGTC stockholders through the CVR. I will now pass back to Sue to provide more background on the factors contributing to the Board’s recommendation of this acquisition.

Additional Information about the Tender Offer

The tender offer for the outstanding shares of AGTC referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that subsidiaries of Syncona Limited will file with the Securities and Exchange Commission (SEC). At the time the tender offer is commenced, subsidiaries of Syncona Limited will file tender offer materials on Schedule TO, and, thereafter, AGTC will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF AGTC COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF AGTC COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of AGTC common stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC's website at www.sec.gov. Additional copies of the tender offer materials may be obtained for free by contacting Georgeson LLC, Syncona's Information Agent, at 800-279-6913 or 1290 Avenue of the Americas, 9th Floor, New York, NY 10104. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement to be filed by AGTC, AGTC files annual, quarterly and current reports and other information with the SEC.