M&A - Vigil Neuroscience, Inc.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525124488

Filing Summary: On May 21, 2025, Vigil Neuroscience, Inc. entered into a Merger Agreement with Sanofi and Vesper Acquisition Sub Inc., where Vesper will merge into Vigil, with Vigil becoming a wholly-owned subsidiary of Sanofi. The Company shareholders will receive $8.00 per share in cash and a contingent value right (CVR) of $2.00 pending the first commercial sale of VG-3927. The agreement allows for employee stock options and restricted stock units to vest early and provides for various conditions and covenants surrounding the merger. The agreement has been unanimously approved by Vigil’s board of directors, and stockholder approval and regulatory clearance are anticipated before closing. The transaction is subject to customary conditions, including no material adverse effect and successful completion of the VGL101 return to Amgen. The terms of the merger include provisions for alternative acquisition proposals and termination fees.

Form Type: DEFA14A

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525124491

Filing Summary: On May 21, 2025, Vigil Neuroscience, Inc. entered into a Merger Agreement with Sanofi and Vesper Acquisition Sub Inc. under which Vesper Acquisition Sub will merge with Vigil Neuroscience. The merger entails that the Company will remain as a wholly-owned subsidiary of Sanofi. Stockholders will receive a closing amount of $8.00 per share of common stock in cash, along with one contingent value right (CVR) per share for a potential payment of $2.00 contingent upon the commercial sale of clinical candidate VG-3927. The Merger Agreement has received unanimous approval from the Company's board of directors and is subject to customary conditions including stockholder approval and regulatory clearances. Furthermore, the agreement includes provisions for the treatment of outstanding stock options, restricted stock units, and warrants, as well as penalties for terminating the agreement under certain conditions. The board has recommended that stockholders adopt the Merger Agreement. A press release on the matter was issued by the Company on the same day.

Form Type: DEFA14A

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525125102

Filing Summary: Vigil Neuroscience, Inc. has entered into a definitive merger agreement to be acquired by Sanofi, with a proposed upfront payment of $8.00 per share of common stock in cash. Shareholders will also receive a contingent value right (CVR) which could yield an additional $2.00 per share contingent upon the first commercial sale of VG-3927. The merger is anticipated to close in the third quarter of 2025, pending stockholder and regulatory approvals. Until then, both companies will operate independently. The transaction is seen as beneficial for Vigil, allowing it to leverage Sanofi's resources for future growth and innovation in neurodegenerative disease treatments. There will be a special stockholder meeting to approve the merger, requiring a majority vote from Vigil's shareholders. The document emphasizes transparency and communication during the merger process to ensure stakeholders are informed and prepared for changes. Vigil will continue its operations as usual until the merger is finalized, and it will remain focused on its mission throughout the transition.

Form Type: DEFA14A

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525125103

Filing Summary: Vigil Neuroscience, Inc. announced an expected acquisition by Sanofi, aimed at enhancing the development of their small molecule TREM2 agonist program for Alzheimer's disease. This partnership is projected to leverage Sanofi's resources to advance Vigil's product VG-3927 and create substantial value for stakeholders. The acquisition aligns with Vigil's mission to improve the lives of patients affected by neurodegenerative diseases, focusing on both parties' complementary expertise in neurology and immunology. Despite the anticipated acquisition, Vigil will continue to operate independently until the transaction closes, expected in Q3 2025. Vigil is committed to maintaining normal operations and supporting employees through this transition, with an upcoming All-Company meeting planned to discuss the news further. The document also highlights the importance of Vigil's innovative product candidates and the possible return of product VGL101 to Amgen post-Phase 2 data readout, emphasizing the company's strategic moves in response to this acquisition and its commitment to patient care.

Form Type: DEFA14A

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525125105

Filing Summary: On May 22, 2025, Vigil Neuroscience, Inc. announced the Agreement and Plan of Merger with Sanofi and Vesper Acquisition Sub Inc. This document includes forward-looking statements about the acquisition, potential benefits of Vigil's product candidates, and statements regarding anticipated timelines and conditions for the completion of the transaction. The announcement highlights risks associated with the merger, including potential regulatory hurdles and market conditions that may affect the success of the merger. Vigil will file a proxy statement with the SEC in connection with the transaction and urges its stockholders to read the proxy statement and other relevant materials that will contain important information about the proposed transaction and related matters. Vigil's stockholders are advised that they will be able to obtain these documents free of charge on EDGAR via the SEC's website.