Eli Lilly and Co. (LLY) and Sigilon Therapeutics, Inc. (SGTX) announced Thursday a definitive agreement for Lilly to acquire Sigilon for up to $126.56 per share in cash or an aggregate of up to approximately $309.6 million.
Sigilon is a biopharmaceutical company that seeks to develop functional cures for patients with a broad range of acute and chronic diseases.
Since 2018, Lilly and Sigilon have worked together to develop encapsulated cell therapies, including SIG-002, for the treatment of type 1 diabetes.
Under the terms, Lilly will commence a tender offer to acquire all outstanding shares of Sigilon for a purchase price of $14.92 per share in cash or an aggregate of approximately $34.6 million, payable at closing, plus one non-tradeable contingent value right (CVR) per share that entitles the holder to receive up to an additional $111.64 per share in cash, for a total potential consideration of up to $126.56 per share in cash without interest or an aggregate of up to approximately $309.6 million excluding shares held by Lilly.
CVR holders would become entitled to receive the contingent payments of $4.06 per share in cash, upon first dosing of a specified product in the first human clinical trial, $26.39 per share in cash, upon first dosing of a specified product in the first human clinical trial for registration purposes, and $81.19 per share in cash, upon receipt of the first regulatory approval of a specified product.
The transaction is not subject to any financing condition and is expected to close in the third quarter of 2023, subject to customary closing conditions, including that Lilly owns a majority of the outstanding shares of Sigilon’s common stock following the tender offer.
Following the successful closing of the tender offer, Lilly will acquire any shares of Sigilon it does not already own through a second-step merger at the same consideration as paid in the tender offer. Sigilon’s board of directors unanimously recommends that Sigilon’s stockholders tender their shares in the tender offer.
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