Eli Lilly concludes acquisition of Sigilon Therapeutics

"Make life better – that's the phrase that guides everything we do at Lilly," said Ruth Gimeno, Ph.D., group vice president, diabetes, obesity and cardiometabolic research at Lilly. "We are excited to welcome our new colleagues from Sigilon to Lilly; together, we will strive to provide solutions for people living with type 1 diabetes that absolves them of constant disease management, and advance Sigilon's technology for patients."

As previously announced, Lilly and Sigilon entered into a Merger Agreement dated as of June 28, 2023, and pursuant thereto, on July 13, 2023, Lilly and a wholly owned subsidiary ("Purchaser") commenced a tender offer (the "Offer") to purchase all of the issued and outstanding shares ("Shares") of Sigilon's common stock in exchange for (a) $14.92 per Share, net to the stockholder in cash, without interest (the "Cash Consideration") and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR" and, together with the Cash Consideration, the "Offer Price") per Share, which represents the contractual right to receive contingent payments of up to $111.64 per Share in cash, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones. There can be no assurance that any payments will be made with respect to the CVRs. The Offer expired as scheduled on Aug. 9, 2023, with 1,718,493 Shares validly tendered and not validly withdrawn, which together with Shares previously owned by Lilly, represented 76.61% of the issued and outstanding Shares. In accordance with the terms of the Offer, Purchaser accepted for payment all such validly tendered and not validly withdrawn Shares.

Following consummation of the Offer, on Aug. 11, 2023, Lilly completed its acquisition of Sigilon through the merger of Purchaser with and into Sigilon in accordance with Section 251(h) of the General Corporation Law of the State of Delaware), with Sigilon surviving such merger as a wholly owned subsidiary ofLilly. In connection with the merger, each Share issued and outstanding immediately prior to the effective time of the merger (other than (i) Shares held in Sigilon's treasury or owned by Sigilon, or owned by Lilly, Purchaser or any direct or indirect wholly-owned subsidiary of Lilly or Purchaser or (ii) Shares held by any stockholder of Sigilon who was entitled to demand and properly demanded appraisal for such Shares in accordance with Section 262 of the DGCL), including each Share that was subject to vesting or forfeiture restrictions granted pursuant to a Sigilon equity incentive plan, program or arrangement, was canceled and converted into the right to receive the Offer Price, without interest, less any applicable tax withholding. Sigilon's common stock has been delisted from the NASDAQ Global Select Market and will be deregistered under the Securities Exchange Act of 1934, as amended.

For Lilly, Morgan, Lewis & Bockius LLP is acting as legal counsel. For Sigilon, Lazard is acting as lead financial advisor andRopes & Gray LLP is acting as legal counsel. Canaccord Genuity also acted as financial advisor to Sigilon.