Eli Lilly to acquire Sigilon Therapeutics for $14.92 per share in cash

Eli Lilly (LLY) and Sigilon Therapeutics (SGTX) announced a definitive agreement for Lilly to acquire Sigilon. 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 of the definitive agreement, Lilly will commence a tender offer to acquire all outstanding shares of Sigilon for a purchase price of $14.92 per share in cash payable at closing, plus one non-tradeable contingent value right, or 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. CVR holders would become entitled to receive the following contingent payments: $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. There can be no assurance that any payments will be made with respect to the CVRs. The transaction is not subject to any financing condition and is expected to close in the third quarter, 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. Lilly will determine the accounting treatment of this transaction as a business combination or an asset acquisition, including any related acquired in-process research and development charges, according to Generally Accepted Accounting Principles upon closing. This transaction will thereafter be reflected in Lilly’s financial results and financial guidance.