Sanofi has agreed to acquire Vigil Neuroscience, a clinical-stage biotechnology company dedicated to developing therapies for neurodegenerative diseases.
The acquisition will strengthen Sanofi’s early-stage pipeline with the addition of VG-3927, an investigational treatment for Alzheimer’s disease, set to enter a Phase 2 clinical study.
VG-3927 is an oral small-molecule TREM2 agonist designed to activate TREM2, thereby enhancing the neuroprotective function of microglia in Alzheimer’s disease.
Under the terms of the agreement, Sanofi will acquire all outstanding shares of Vigil for $8 per share in cash at closing, indicating an equity value of around $470m.
In addition, Vigil’s shareholders will receive a contingent value right (CVR) per share, entitling holders to a deferred cash payment of $2, contingent upon the sale of VG-3927.
Vigil’s monoclonal antibody programme, VGL101, will not be part of this acquisition.
VGL101 will be returned to Amgen, the original licensor, and the exclusive licence agreement with Amgen regarding VGL101 will be terminated prior to the closing of the transaction.
Vigil president and CEO Ivana Magovčević-Liebisch said: “We are incredibly proud of the extraordinary and diverse team at Vigil and the progress we have made in developing innovative TREM2-based therapeutics.
“We look forward to joining forces with Sanofi’s team to leverage Sanofi’s resources, broad platform and far-reaching network to fully unlock and accelerate the development of VG-3927 for the potential treatment of Alzheimer’s disease – a devastating disease with significant unmet need.”
Bruce Booth from Atlas Ventures and Ivana Magovčević-Liebisch have signed voting and support agreements in favour of the acquisition.
The closing of the transaction is subject to several customary conditions, including approval from Vigil’s majority shareholders, the termination of the waiting period under the Hart-Scott-Rodino Act, and other regulatory conditions.
Sanofi and Vigil anticipate the transaction to be completed in the third quarter of 2025.
The acquisition follows Sanofi’s strategic investment of $40m in Vigil in June 2024.
The investment included the exclusive right of first negotiation for an exclusive licence, or transfer of rights to research, develop, manufacture, and commercialise VG-3927.
Centerview Partners served as exclusive financial advisor, and Goodwin Procter as legal counsel to Vigil, on the transaction.
Sanofi research and development head Houman Ashrafian said: “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.
“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.
“Vigil’s expertise is complementary to our capabilities in neurology and reinforces our dedication to developing innovative medicines to improve people’s lives. Vigil’s team are a welcome addition, and we look forward to working with them and the patient community.”
