Sanofi (ENXTPA:SAN) entered into a definitive merger agreement to acquire Vigil Neuroscience, Inc. (NasdaqGS:VIGL) from Atlas Venture Fund XII, L.P., Atlas Venture Opportunity Fund I managed by Atlas Venture L.P. and others for approximately $370 million on May 21, 2025. Sanofi will acquire all outstanding common shares of Vigil for $8 per share in cash at closing (closing amount), representing an equity value of approximately $470 million (on a fully diluted basis). In addition, Vigil?s shareholders will receive a non-transferrable CVR per Vigil share, which will entitle its holder to receive a deferred cash payment of $2, conditioned upon the first commercial sale for VG-3927, represents approximately $600 million on a fully diluted basis. Iluzanebart (VGL101), Vigil?s monoclonal antibody program, is not being acquired by Sanofi, and its return to Amgen, the original licensor, and the termination of the exclusive license agreement with Amgen solely with respect to VGL101, will occur prior to the closing of the transaction. Under the terms of agreement, Vigil's option holders have the right to receive (a) an amount equal to the product of the total number of shares of company common stock subject to such company option, multiplied by the excess of (i) the Closing Amount over (ii) the exercise price payable per share of company common stock under such company option and (b) one CVR for each share of company common stock subject to such company option. Vigil's warrant holders have the right to receive (a) cash in an amount equal to the product of (i) the total number of shares of company common stock such company warrant holder would have received had such company warrant been exercised in full on a cashless basis in accordance with its terms immediately prior to the Effective Time (the ? Warrant Shares ?) and (ii) the Closing Amount and (b) a number of CVRs equal to the total number of Warrant Shares. Vigil will be required to pay Sanofi a termination fee in the amount of approximately $22.2 million and Sanofi will be required to pay the Company a reverse termination fee in the amount of approximately $31.1 million incase of termination.

The closing of the acquisition is subject to other conditions customary for such a transaction, 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 customary conditions. The transaction has been approved by Sanofi's Board of Directors and unanimously by the Board of Directors of Vigil. Bruce Booth, Atlas Venture Fund XII, L.P., Atlas Venture Opportunity Fund I, L.P., and Ivana Magovcevic-Liebisch have signed voting and support agreements in favor of the deal. The shares subject to these agreements represent a total of approximately 16% of Vigil?s total common shares outstanding. Sanofi and Vigil expect the transaction to close in the third quarter of 2025. The acquisition will not have an impact on Sanofi?s financial guidance for 2025. Centerview Partners LLC is acting as exclusive financial advisor and Fairness Opinion Provider to Vigil and Kingsley L. Taft, Jacqueline Mercier and Tevia K. Pollard of Goodwin Procter LLP is serving as legal counsel. Jenny Hochenberg, Kristen Riemenschneider, and Jonathan Zhou of Freshfields LLP (France) acted as legal advisor to Sanofi.

Sanofi (ENXTPA:SAN) completed the acquisition of Vigil Neuroscience, Inc (NasdaqGS:VIGL) from Atlas Venture Fund XII, L.P., Atlas Venture Opportunity Fund I managed by Atlas Venture L.P. and others on August 5, 2025. As of August 4, 2025 Vigil Neuroscience shareholdes approved the transaction.