Sanofi (SNY) entered a merger agreement on May 21, 2025, to acquire Vigil Neuroscience, Inc. (VIGL) in a deal valued at $470 million.
Under the terms of the agreement, Sanofi will acquire all outstanding common shares of Vigil for $8.00 per share in cash. In addition, Vigil’s shareholders will receive a non-transferable 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.
The upfront cash consideration of $8 per share represents a 246.32% premium from the stock’s last close.
Vigil is a clinical-stage biotechnology company developing precision therapies that target microglial dysfunction, an impairment in the brain’s immune cells called microglia, to treat rare and common neurodegenerative diseases, including Alzheimer’s disease.
Sanofi is a global healthcare company based in Paris, France, focused on researching, developing, and delivering innovative medicines and vaccines across specialty care, vaccines, and consumer health.
The acquisition would grant Sanofi, one of the world’s leading vaccine manufacturers, control of Vigil’s VG-3927, an oral drug in development as a potential treatment for Alzheimer’s disease. In June 2024, Sanofi made a $40 million equity investment in Vigil, securing exclusive negotiation rights for the drug. Vigil’s monoclonal antibody program, VGL101, is not part of the acquisition and will revert to U.S. drugmaker Amgen (AMGN).
Bruce Booth, Atlas Ventures, and Ivana Magovčević-Liebisch have agreed to support the deal by signing voting agreements. Together, they hold about 16% of Vigil’s outstanding common shares.
The deal is expected to close in the third quarter of 2025.
Centerview Partners served as financial advisors to Vigil Neuroscience, while Goodwin Procter provided legal counsel.
For a more comprehensive overview of this merger and acquisition transaction, please refer to the Deal Metrics page:
Deal Metrics for the acquisition of Vigil Neuroscience, Inc. (VIGL) by Sanofi (SNY)
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Editor’s Note: Baranjot Kaur contributed to this article