Sanofi (NASDAQ:SNY) (EPA:SAN) has completed its acquisition of Vigil Neuroscience , Inc. (NASDAQ:VIGL), according to a press release statement and a filing with the Securities and Exchange Commission. The transaction closed Tuesday, with Vigil Neuroscience becoming a wholly owned subsidiary of Sanofi. The acquisition target, with a market capitalization of $383.8 million, maintained a strong financial position with more cash than debt and a healthy current ratio of 2.97x.

Under the terms of the merger agreement, each outstanding share of Vigil Neuroscience common stock, other than shares subject to appraisal rights or held by certain affiliates, was converted into the right to receive $8.00 in cash and one contingent value right (CVR). The CVR entitles holders to receive $2.00 in cash upon the first commercial sale of Vigil’s clinical candidate VG-3927, as outlined in the CVR agreement executed Tuesday.

All outstanding and unexercised Vigil stock options and restricted stock units were addressed in accordance with the merger agreement. Unvested options and restricted stock units accelerated and became fully vested before closing. Options with exercise prices below $8.00 per share were converted into the right to receive a cash payment based on the difference between the exercise price and the $8.00 closing amount, plus one CVR per share. Options with exercise prices between $8.00 and $10.00 per share were converted into CVRs only, with a potential cash payment if the milestone is achieved. Options with exercise prices at or above $10.00 per share were canceled with no consideration.

As a result of the merger, trading of Vigil Neuroscience’s common stock on the Nasdaq Global Select Market was halted prior to the opening of trading Tuesday. The company has requested Nasdaq to file a Form 25 to remove its shares from listing and registration. Vigil also intends to file a Form 15 to suspend its SEC reporting obligations.

Following the merger, Vigil’s board of directors and executive officers, including President and CEO Ivana Magovčević-Liebisch and CFO Jennifer Ziolkowski, resigned. Directors and officers of the Sanofi subsidiary that merged with Vigil have assumed those roles at Vigil.

At a special meeting of stockholders on Monday, holders representing 74.1% of outstanding shares voted, with the transaction approved by 35,191,885 votes in favor, 9,521 against, and 133,827 abstentions.

This article is based on a press release statement and information disclosed in a SEC filing.

In other recent news, Vigil Neuroscience has been in the spotlight due to several key developments. The company announced the expiration of the U.S. antitrust waiting period under the Hart-Scott-Rodino Act for its planned merger with Sanofi, marking a significant step toward completing the transaction. This merger will result in Vigil Neuroscience becoming a wholly owned subsidiary of Sanofi. Additionally, Vigil Neuroscience faced shareholder demands for supplemental disclosures regarding the merger, leading to the company issuing additional information to address these concerns. 

In a separate development, the company halted its Phase 2 IGNITE clinical trial for iluzanebart, a treatment for adult-onset leukoencephalopathy with axonal spheroids and pigmented glia (ALSP), due to the drug not meeting expected efficacy endpoints. Despite this, the drug demonstrated a favorable safety profile. On the financial front, Stifel downgraded Vigil Neuroscience’s stock from a Buy to a Hold rating, adjusting the price target to $8 in light of the impending acquisition by Sanofi. Lastly, Vigil Neuroscience’s stockholders approved the election of two Class I directors and the ratification of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2025.

Sanofi completes acquisition of Vigil Neuroscience and initiates delisting from Nasdaq

Sanofi completed its acquisition of Vigil Neuroscience, making it a wholly owned subsidiary. The deal involved converting Vigil shares into cash and contingent value rights (CVRs), with shareholder approval. Vigil's stock was delisted from Nasdaq, and the company faces regulatory and clinical trial developments.