M&A, page-128

Vigil Neuroscience Enters into Definitive Merger Agreement to be Acquired by Sanofi
May 21, 2025
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- Vigil’s shareholders to receive up to $10.00 per share in cash, comprised of $8.00 per share in cash at closing and a non-tradeable contingent value right of $2.00 per share in cash following the first commercial sale of VG-3927 -

- Acquisition expected to strengthen development path for the oral small molecule TREM2 agonist program, including VG-3927, a Phase 2-ready clinical candidate for potential treatment of Alzheimer’s disease –

- Companies expect transaction to close in third quarter of 2025 -

WATERTOWN, Mass., May 21, 2025 (GLOBE NEWSWIRE) -- Vigil Neuroscience, Inc. (Nasdaq: VIGL), a clinical-stage biotechnology company committed to harnessing the power of microglia for the treatment of neurodegenerative diseases and Sanofi (NASDAQ: SNY), today announced that it has entered into a definitive merger agreement pursuant to which Sanofi will acquire Vigil for an upfront payment of $8.00 per share of common stock in cash. Vigil shareholders will also receive a non-tradeable contingent value right (CVR) entitling the holder to potentially receive an additional $2.00 per share in cash payable following the first commercial sale of VG-3927 if achieved within a specific period. The total equity value of the transaction, including the potential CVR payment, represents approximately $600 million on a fully diluted basis.

"We are incredibly proud of the legacy we have built at Vigil and today’s announcement is a testament to the value of our TREM2 agonist pipeline,” said Ivana Magovčević-Liebisch, Ph.D., J.D., President and Chief Executive Officer of Vigil. “Sanofi’s development capabilities, therapeutic expertise, global footprint, and financial strength provide the greatest opportunity to further the development of VG-3927 for the potential treatment of Alzheimer’s disease and potentially bring this important and differentiated therapy to those struggling with the immense burden of this disease.”

Activating TREM2 is expected to enhance the neuroprotective function of microglia in Alzheimer’s disease. In neurodegenerative diseases such as Alzheimer’s disease, microglial activation is dysregulated, leading to debris accumulation, chronic inflammation and neurodegeneration in the central nervous system. Activation of TREM2 has shown to promote the migration of microglial cells to sites of injury, enhance their capability for phagocytosis, proliferation, and survival. Consequently, this facilitates the prevention of neural degeneration that is frequently associated with adult-onset neurodegenerative diseases.

Currently approved therapies for Alzheimer's disease do not stop or reverse the disease progression and there are stringent eligibility requirements for treatment. There is a critical need to develop more efficacious, safer, and convenient options for people living with Alzheimer's disease.

“Sanofi’s complementary capabilities and commitment to bring innovative therapies to patients align with our mission and what we have passionately been working toward over the past five years,” continued Magovčević-Liebisch. “We want to thank Vigil’s exceptional employees for their unrelenting dedication and our patient communities for their steadfast engagement, to whom I extend my deepest gratitude. Together, we look forward to following Sanofi’s journey in advancing next-generation small molecule TREM2 therapies for severe neurodegenerative diseases and potentially offering new treatment options to patients.”

“This acquisition is fully supporting Sanofi’s strategic focus on neurology and on advancing science and leveraging our expertise in immunology to solve areas of critical unmet need,” said Houman Ashrafian, M.D., Ph.D., Head of Research and Development of Sanofi. “TREM2 represents a compelling target at the intersection of immune dysregulation and neurodegeneration, particularly in people living with Alzheimer’s because they face devastating cognitive decline with limited treatment options. Vigil’s expertise is complementary to our capabilities in neurology and reinforces our dedication to developing innovative medicines to improve people’s lives. Vigil’s team are a welcome addition, and we look forward to working with them and the patient community.”

Terms of the Transaction
Under the terms of the merger agreement, Sanofi and Vigil have agreed to the following:

Sanofi will acquire all outstanding common shares of Vigil for $8.00 per share in cash at closing, representing an equity value of approximately $470 million (on a fully diluted basis)
In addition, Vigil’s shareholders will receive a non-transferrable CVR per Vigil share, which will entitle its holder to receive a deferred cash payment of $2.00, conditioned upon the first commercial sale for VG-3927.
Iluzanebart (VGL101), Vigil’s monoclonal antibody program, is not being acquired by Sanofi, and its return to Amgen, the original licensor, and the termination of the exclusive license agreement with Amgen solely with respect to VGL101, will occur prior to the closing of the transaction.
Bruce Booth, Atlas Ventures, and Ivana Magovčević-Liebisch have signed voting and support agreements in favor of the deal. The shares subject to these agreements represent a total of approximately 16% of Vigil’s total common shares outstanding.

The closing of the acquisition is subject to other conditions customary for such a transaction, including the approval of holders of a majority of the outstanding shares of Vigil common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions.

Sanofi and Vigil expect the transaction to close in the third quarter of 2025.