HQ Team
May 22, 2025: Sanofi SA will acquire Vigil Neuroscience, Inc., a publicly traded clinical-stage biotechnology company focused on developing novel therapies for neurodegenerative diseases, for $470 million.
The acquisition will enable Sanofi to expand its neurological pipeline and get access to Vigil’s oral small molecule, called VG-3927, to treat Alzheimer’s disease, according to a statement.
The drug, which can be taken orally, is a low molecular weight compound, typically able to easily enter cells and cross the blood-brain barrier. It acts as a TREM2 agonist, which activates the TREM2 receptor, a protein found on microglia cells in the brain.
This activation is expected to support brain health and potentially slow down Alzheimer’s progression. VG-3927’s oral availability and small-molecule nature offer advantages such as easy administration and brain penetration compared to antibody-based treatments.
Sanofi will acquire all outstanding common shares of Vigil for $8 per share in cash, representing an equity value of approximately $470 million.
Contingent value right
In addition, Vigil’s shareholders will receive a non-transferable contingent value right per Vigil share, which will entitle its holder to receive a deferred cash payment of $2 after the first commercial sale of the investigational VG-3927 molecule.
After the inclusion of contingent value right the total value of the deal amounted to $600 million, according to a statement from Vigil.
A contingent value right is given to a company’s stockholders during a merger, entitling them to additional benefits after the closing, either in the form of cash, stock or both, when certain payment conditions are met.
The companies expect the transaction to close in the third quarter of 2025.
The drug, in mid-stage trials, is expected to enhance the neuroprotective function of microglia, or the brain’s immune cells, to protect nerve cells in the brain from damage caused by Alzheimer’s disease.
‘Strategic focus’
Microglia remove harmful substances, clean up damaged cells, and support neuron survival. Enhancing their neuroprotective function will make these beneficial activities stronger or more effective to slow down or reduce brain damage in 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, MD, PhD, Head of Research and Development at 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.”
In neurodegenerative diseases such as Alzheimer’s disease, microglial activation is dysregulated, leading to debris accumulation, chronic inflammation and neurodegeneration in the central nervous system.
Activation of TREM2 has been shown to promote the migration of microglial cells to sites of injury, enhance their capability for phagocytosis, proliferation, and survival, according to the statement.
Safer option
Currently approved therapies for Alzheimer’s disease do not stop or reverse the disease progression, and there are stringent eligibility requirements for treatment. There is a critical need to develop more efficacious, safer, and convenient options for people living with Alzheimer’s disease.
“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,” said Ivana Magovčević-Liebisch, PhD, JD, President & Chief Executive Officer, Vigil.
In June 2024, Sanofi made a $40 million strategic investment in Vigil that included the exclusive right of first negotiation for an exclusive license, grant, or transfer of rights to research, develop, manufacture, and commercialise VG-3927.
This acquisition is a testament to Sanofi’s proactive approach in equity investments to secure greater optionality in addressing critical healthcare challenges.
VGL101, Vigil’s second molecule program, is not being acquired by Sanofi, and the monoclonal antibody programme will return to Amgen Inc., the original licensor.
