Eli Lilly and Company entered into a definitive agreement to acquire remaining 91.55% stake in Sigilon Therapeutics, Inc. from Flagship Ventures Fund V, L.P. and Flagship Pioneering Special Opportunities Fund II, L.P., managed by Flagship Pioneering and others for $36.3 million.
Offer is subject to the condition that there be validly tendered and not validly withdrawn prior to the expiration of the Offer a number of Shares that, together with the number of Shares, if any, then owned beneficially by Purchaser (together with their wholly owned subsidiaries) would represent a majority of the Shares outstanding as of the consummation of the Offer (the âMinimum Tender Conditionâ). 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. Sigilon's board of directors unanimously recommends that Sigilon's stockholders tender their shares in the tender offer. Lilly Board of Directors also approved the merger agreement. The transaction is not subject to any financing condition and is expected to close in the third quarter of 2023.
Howard Kenny, Benjamin H. Pensak and Russell M. Franklin of Morgan, Lewis & Bockius LLP acting as legal counsel to Lilly. For Sigilon, Lazard is acting as lead financial advisor and Zachary Blume and Marc Rubenstein of Ropes & Gray LLP acting as legal counsel. Canaccord Genuity also acted as financial advisor to Sigilon. Sigilon Board has received the written opinion of inancial advisor, Lazard Frères & Co. LLC.