Eli Lilly and Company (NYSE:LLY) entered into a definitive agreement to acquire remaining 91.56% stake in Sigilon Therapeutics, Inc. (NasdaqGS:SGTX) 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 on June 28, 2023. 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 (an aggregate of approximately $34.6 million) payable at closing, plus one non-tradeable contingent value right ("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 (an aggregate of up to approximately $309.6 million excluding shares held by Lilly). If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, Sigilon will be required to pay Lilly a termination fee of $1,325,000. Lilly to fund the transaction through a variety of sources, including cash on hand and borrowings at prevailing market interest rates under Lilly?s commercial paper program.

Offer is subject to the condition that there be validly tendered and not validly withdrawn prior to the expiration of the Offer a number of Shares that, together with the number of Shares, if any, then owned beneficially by Purchaser (together with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 ?Minimum Tender Condition?). 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. Tender offer commenced on July 13, 2023. 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. Bernard Yuen of Canaccord Genuity also acted as financial advisor to Sigilon. Sigilon Board has received the written opinion of inancial advisor, Lazard Frères & Co. LLC. Eli Lilly retained Georgeson LLC to be the Information Agent and Computershare Trust Company, N.A. to be the Depositary in connection with the Offer.

Eli Lilly and Company (NYSE:LLY) completed the acquisition of remaining 91.56% stake in Sigilon Therapeutics, Inc. (NasdaqGS:SGTX) from Flagship Ventures Fund V, L.P. and Flagship Pioneering Special Opportunities Fund II, L.P., managed by Flagship Pioneering and others on August 11, 2023. At the time of expiration of offer on August 9, 2023, a total of 1,718,493 Shares were tendered and not validly withdrawn pursuant to the Offer, representing 68.23% of the issued and outstanding Shares.