Vigil Neuroscience Faces Stockholder Demands Post-Merger with Sanofi

Vigil Neuroscience has issued an update regarding stockholder demands post-merger with Sanofi. The company received 16 demands alleging omissions in the proxy statement and plans to defend against them. Vigil has voluntarily supplemented disclosures to avoid potential delays and expenses. The most recent analyst rating is a Hold with a $8.00 price target.

Vigil Neuroscience Inc. (VIGL) has recently issued an update regarding stockholder demands following its merger with Sanofi. The company announced on May 21, 2025, that it had entered into a merger agreement with Sanofi, with Vigil becoming a wholly-owned subsidiary. Following this, from June 18 to July 28, 2025, Vigil received 16 demands from stockholders alleging omissions in the merger’s proxy statement. The company plans to defend against these demands but has voluntarily supplemented disclosures to avoid potential delays and expenses [1].

The most recent analyst rating on VIGL stock is a Hold with a $8.00 price target. According to Spark, TipRanks’ AI Analyst, VIGL is rated as Underperform, primarily due to its weak financial performance, characterized by no revenue generation and negative cash flows. The technical analysis shows some short-term positive momentum, but valuation concerns and the overbought condition suggest caution [2].

In response to the demands, Vigil Neuroscience issued supplemental disclosures on July 1, 2025, to address the allegations. These 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 [3].

As of July 1, 2025, no agreements or arrangements for post-merger employment or services between Vigil’s executive officers and Sanofi exist. The company emphasized that it believes its original disclosures comply with all applicable laws and that no further disclosure was required. The supplemental information was provided to moot the disclosure-based claims and does not constitute an admission of the legal merit of the demands [3].

Vigil Neuroscience has also 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 [3].

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 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 [3].

References:
[1] https://www.tipranks.com/news/company-announcements/vigil-neuroscience-faces-stockholder-demands-post-merger
[2] https://za.investing.com/news/sec-filings/vigil-neuroscience-issues-supplemental-disclosures-on-sanofi-merger-following-shareholder-demands-93CH-3806586
[3] https://www.investing.com/news/sec-filings/vigil-neuroscience-issues-supplemental-disclosures-on-sanofi-merger-following-shareholder-demands-93CH-4154958