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Vigil Neuroscience , Inc. (NASDAQ:VIGL) announced Monday that it has issued supplemental disclosures related to its pending merger with Sanofi (NASDAQ:SNY), following receipt of 16 shareholder demands concerning the adequacy of information provided in its proxy statement. The announcement comes as VIGL trades near its 52-week high of $8.10, having delivered an impressive 373% return year-to-date. InvestingPro data shows the stock has demonstrated remarkable momentum, with multiple indicators suggesting strong market interest.
According to a statement based on a recent SEC filing, the company received these demands, including one under Section 220 of the Delaware General Corporation Law, between June 18 and Monday. The demands generally allege that the definitive proxy statement filed on June 30 omits certain material information and request additional disclosures. With a market capitalization of $383.8 million and a healthy current ratio of 2.97, InvestingPro analysis indicates the company maintains strong liquidity position, with liquid assets exceeding short-term obligations.
Vigil Neuroscience stated that it cannot predict the outcome of these demands or any potential litigation but intends to defend against them. The company noted that additional demands or complaints may be received before the merger is completed and that it may not disclose further such correspondence unless new or significantly different allegations arise.
To address the claims and avoid potential legal expense or business delays, Vigil Neuroscience voluntarily supplemented its proxy statement with additional information. The supplemental disclosures clarify details about the financial analyses performed by Centerview Partners LLC, including the calculation of the company’s weighted average cost of capital, risk-adjusted net present value for contingent value rights, and assumptions used in discounted cash flow analyses. The disclosures also provide further information on analyst price targets and precedent transaction premiums, as well as updated details regarding potential post-merger arrangements for company executives.
As of Monday, Vigil Neuroscience stated that no agreements or arrangements for post-merger employment or services between its executive officers and Sanofi exist.
Vigil Neuroscience emphasized that it believes its original disclosures comply with all applicable laws and that no further disclosure was required. The company stated that the supplemental information was provided to moot the disclosure-based claims and does not constitute an admission of the legal merit of the demands.
The information in this article is based on a press release statement and a related SEC filing.
In other recent news, Vigil Neuroscience announced the expiration of the U.S. antitrust waiting period for its planned merger with Sanofi, marking a significant step toward completing the acquisition. This merger will result in Vigil becoming a wholly owned subsidiary of Sanofi. In a separate development, Vigil has decided to halt its Phase 2 IGNITE trial for iluzanebart, a treatment for a rare neurological disorder, due to the drug not meeting expected efficacy endpoints, although it was noted for its favorable safety profile.
Analysts have made several adjustments regarding Vigil Neuroscience’s stock. Stifel downgraded the stock from Buy to Hold and reduced the price target to $8, reflecting the acquisition terms. Similarly, Mizuho (NYSE:MFG) revised its rating from Outperform to Neutral, also setting a price target of $8, excluding a contingent value right tied to future sales of a treatment for Alzheimer’s disease. Meanwhile, Vigil’s shareholders have approved the election of two board directors and ratified PricewaterhouseCoopers LLP as the accounting firm for the fiscal year ending December 31, 2025. These developments provide a comprehensive view of the ongoing changes within Vigil Neuroscience.
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