Sanofi has announced a definitive merger agreement to acquire clinical-stage biotechnology company Vigil Neuroscience for an upfront payment of $8.00 per share in cash, with shareholders also receiving a non-tradeable contingent value right (CVR) potentially worth an additional $2.00 per share upon the first commercial sale of VG-3927. The total equity value of the transaction, including the potential CVR payment, represents approximately $600 million on a fully diluted basis.
The acquisition, expected to close in the third quarter of 2025, will strengthen Sanofi's neurology pipeline with the addition of VG-3927, a Phase 2-ready oral small molecule TREM2 agonist being developed for the potential treatment of Alzheimer's disease.
"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."
The Science Behind TREM2 Activation
Activating TREM2 (triggering receptor expressed on myeloid cells 2) is expected to enhance the neuroprotective function of microglia in Alzheimer's disease. In neurodegenerative diseases, microglial activation becomes dysregulated, leading to debris accumulation, chronic inflammation, and neurodegeneration in the central nervous system.
TREM2 activation has been shown to promote the migration of microglial cells to sites of injury and enhance their capability for phagocytosis, proliferation, and survival. This mechanism facilitates the prevention of neural degeneration commonly associated with adult-onset neurodegenerative diseases.
Addressing Unmet Needs in Alzheimer's Treatment
Currently approved therapies for Alzheimer's disease do not stop or reverse disease progression and come with stringent eligibility requirements. The acquisition of Vigil's TREM2 agonist program represents Sanofi's commitment to developing more efficacious, safer, and convenient treatment options for people living with Alzheimer's disease.
"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."
Strategic Investment Leads to Acquisition
The acquisition follows Sanofi's $40 million strategic investment in Vigil in June 2024, which included the exclusive right of first negotiation for VG-3927. This progression from investment to acquisition demonstrates Sanofi's proactive approach to securing promising assets in its strategic disease areas.
Transaction Details
Under the terms of the merger agreement:
- Sanofi will acquire all outstanding common shares of Vigil for $8.00 per share in cash at closing
- Vigil shareholders will receive a non-transferrable CVR per share, entitling holders to a deferred cash payment of $2.00 upon the first commercial sale of VG-3927
- Iluzanebart (VGL101), Vigil's monoclonal antibody program, is not being acquired by Sanofi and will be returned to Amgen, the original licensor
- Bruce Booth, Atlas Ventures, and Ivana Magovčević-Liebisch have signed voting and support agreements representing approximately 16% of Vigil's total common shares outstanding
The closing of the acquisition is subject to customary conditions, including approval by Vigil shareholders and regulatory clearances. The companies expect the transaction to close in the third quarter of 2025.
Centerview Partners LLC is acting as exclusive financial advisor to Vigil, with Goodwin Procter LLP serving as legal counsel.
