The Life Sciences and Public M&A teams advised Vigil Neuroscience (Nasdaq: VIGL) in its definitive agreement to be acquired by Sanofi (NASDAQ: SNY) for an upfront payment of $8.00 per share of common stock in cash. Vigil shareholders will also receive contingent value rights (CVRs) representing the right to 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.
The closing of the transaction is subject to customary closing conditions, 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 closing conditions. Sanofi and Vigil expect the transaction to close in the third quarter of 2025.
Vigil Neuroscience is a clinical-stage biotechnology company focused on developing treatments for both rare and common neurodegenerative diseases by restoring the vigilance of microglia, the sentinel immune cells of the brain. Vigil is utilizing the tools of modern neuroscience drug development across multiple therapeutic modalities in its efforts to develop precision-based therapies to improve the lives of patients and their families.
The Goodwin team was led by Jacqueline Mercier, Tevia Pollard, Sarah Solomon and Kingsley Taft and included Jessica Park, Stephanie Barbanell, Daniela Sanchez, Jo-an Chen, Gabriela Morales-Rivera, Ryan Donahoe, Shannyn Henke, John Yates, Travis Salters, Theresa Kavanaugh, Elizabeth Mulkey, Alexandra Denniston, Rahat Tariq, Eric Graffeo, Caroline Bullerjahn, Christina Ademola, Katherine Dacey, Arman Oruc, Simone Waterbury, Arom Yun, Dan Karelitz, Chase Gorland, Jennifer Fay, Lauren Nudelman, Justin Pierce, Guckaya Gozde, Adrian Santiago Ortiz, Matt Wetzel, Jacqueline Klosek, Alex Intile, Isabelle Staff, Tim Worden, Lucy Sharples, Joseph Ndep, and Brian Mukherjee.
For additional details on the acquisition, please read the press release and coverage in The Wall Street Journal, Reuters, The Deal and Law360.