Freeline Launches Roadshow for Initial Public Offering

Rhea-AI Summary

Freeline Therapeutics Holdings has launched a roadshow for its initial public offering (IPO) in the U.S. for up to 7,352,941 American Depositary Shares (ADSs) priced between $16.00 and $18.00 per ADS, targeting a total offering size of $117.6 million to $132.4 million. This offering includes a 30-day option for underwriters to purchase an additional 1,102,941 ADSs. Freeline aims to list its ADSs on The Nasdaq under the ticker symbol FRLN. The IPO is managed by J.P. Morgan, Morgan Stanley, and Evercore.

Positive

• Targeting an IPO offering size of $117.6 million to $132.4 million.
• Potential for additional funds through underwriters' option to purchase more ADSs.

Negative

• The offering may lead to dilution of existing shares.

LONDON, Aug. 03, 2020 (GLOBE NEWSWIRE) -- Freeline Therapeutics Holdings plc (“Freeline”), a clinical-stage, fully integrated, next generation, systemic AAV-based gene therapy company with the ambition of transforming the lives of patients suffering from inherited systemic debilitating diseases, today announced that it has launched the roadshow for its initial public offering in the United States of up to 7,352,941 American Depositary Shares (“ADSs”) representing 7,352,941 ordinary shares. The initial public offering price is currently expected to be between $16.00 and $18.00 per ADS, before underwriting discounts and commissions, which would result in an approximate total offering size of between $117.6 million and $132.4 million. Freeline also expects to grant to the underwriters a 30-day option to purchase up to an additional 1,102,941 ADSs at the initial public offering price, less underwriting discounts and commissions. All ADSs to be sold in the proposed offering will be sold by Freeline. Freeline has applied to list its ADSs on The Nasdaq Global Select Market under the ticker symbol “FRLN.”

J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Evercore Group L.L.C. are acting as joint book-running managers for the offering. Wedbush Securities Inc. is acting as lead manager.

The proposed offering will be made only by means of a prospectus. A copy of the preliminary prospectus related to the offering can be obtained from any of the joint book-running managers for the offering: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department, by telephone at (866) 718-1649 or by emailing prospectus@morganstanley.com; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, NY 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com. For the avoidance of doubt, such prospectus will not constitute a “prospectus” for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and will not have been reviewed by any competent authority in any EU member state or the UK.

A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”), but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

In any member state of the European Economic Area (the “EEA”) this announcement and any offering are only addressed to and directed at persons who are “qualified investors” (“Qualified Investors”) within the meaning of the Prospectus Regulation. In the United Kingdom, this announcement and any offering are only addressed to and directed at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons being referred to as "relevant persons").

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to and will only be engaged with (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors.

Media Contact:

JW Communications
Julia Wilson
+44 (0)7818 430877
juliawilsonuk@gmail.com

About Freeline

Freeline is a clinical-stage biotechnology company focused on AAV-based gene therapy targeting the liver. Its vision is to create better lives for people suffering from chronic, systemic diseases using the potential of gene therapy as a one-time treatment to provide a potential functional cure. Freeline is headquartered in the U.K. and has operations in Germany and the U.S.

Forward-Looking Statements

This press release contains certain forward-looking statements, including statements with regard to Freeline’s proposed securities offering. Words such as “anticipates,” “believes,” “expects,” “intends,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and no assurance can be given that the proposed securities offering discussed above will be consummated on the terms described or at all. Completion of the proposed offering and the terms thereof are subject to numerous factors, many of which are beyond the control of Freeline, including, without limitation, market conditions, failure of customary closing conditions and the risk factors and other matters set forth in Freeline’s filings with the SEC. Freeline undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

FAQ

What is the expected price range for Freeline's ADSs in the IPO?

The expected price range for Freeline's ADSs is between $16.00 and $18.00.

How many ADSs is Freeline offering in its IPO?

Freeline is offering up to 7,352,941 ADSs in its IPO.

What is the potential total offering size for Freeline's IPO?

The potential total offering size for Freeline's IPO is between $117.6 million and $132.4 million.

Who are the joint book-running managers for Freeline's IPO?

The joint book-running managers for Freeline's IPO are J.P. Morgan, Morgan Stanley, and Evercore.

What is Freeline's stock symbol upon listing?

Freeline's stock symbol upon listing will be FRLN on The Nasdaq.