Workflow
Vigil Neuroscience Enters into Definitive Merger Agreement to be Acquired by Sanofi
SNYSanofi(SNY) GlobeNewswire News Room·2025-05-21 23:30

Company Overview - Vigil Neuroscience, Inc. is a clinical-stage biotechnology company focused on developing treatments for neurodegenerative diseases by restoring the function of microglia, the immune cells of the brain [11] - The company is developing VG-3927, a novel small molecule TREM2 agonist aimed at treating Alzheimer's disease [11] Acquisition Details - Sanofi has entered into a definitive merger agreement to acquire Vigil for an upfront payment of 8.00pershareincash,withapotentialadditional8.00 per share in cash, with a potential additional 2.00 per share contingent value right (CVR) based on the first commercial sale of VG-3927 [2][6] - The total equity value of the transaction, including the potential CVR payment, is approximately 600milliononafullydilutedbasis[2]−Theacquisitionisexpectedtocloseinthethirdquarterof2025,subjecttocustomaryconditionsincludingshareholderapproval[8]StrategicImplications−TheacquisitionisexpectedtostrengthenSanofi′sdevelopmentcapabilitiesinneurology,particularlyinadvancingtherapiesforAlzheimer′sdisease[5][3]−ActivatingTREM2isanticipatedtoenhancetheneuroprotectivefunctionofmicroglia,addressingthedysregulationseeninneurodegenerativediseases[3]−ThereisacriticalneedformoreeffectiveandsafertreatmentoptionsforAlzheimer′sdisease,ascurrenttherapiesdonotstoporreversediseaseprogression[4]FinancialAspects−Vigilshareholderswillreceiveatotalofupto600 million on a fully diluted basis [2] - The acquisition is expected to close in the third quarter of 2025, subject to customary conditions including shareholder approval [8] Strategic Implications - The acquisition is expected to strengthen Sanofi's development capabilities in neurology, particularly in advancing therapies for Alzheimer's disease [5][3] - Activating TREM2 is anticipated to enhance the neuroprotective function of microglia, addressing the dysregulation seen in neurodegenerative diseases [3] - There is a critical need for more effective and safer treatment options for Alzheimer's disease, as current therapies do not stop or reverse disease progression [4] Financial Aspects - Vigil shareholders will receive a total of up to 10.00 per share, consisting of 8.00atclosingandapotential8.00 at closing and a potential 2.00 CVR [1][2] - The equity value of the transaction represents approximately $470 million based on the upfront cash payment [6] Additional Information - Iluzanebart, Vigil's monoclonal antibody program, will not be part of the acquisition and will return to Amgen prior to the transaction closing [7] - The transaction is supported by voting and support agreements representing approximately 16% of Vigil's total common shares outstanding [7]