The Ademi Firm is investigating Vigil (Nasdaq: VIGL) for possible breaches of fiduciary duty and other violations of law in its transaction with Sanofi.
In the transaction, shareholders of Vigil will receive $8.00 per share of common stock in cash. Vigil shareholders will also receive a non-tradeable contingent value right (CVR) entitling the holder to potentially receive an additional $2.00 per share in cash payable following the first commercial sale of VG-3927 if achieved within a specific period. The total equity value of the transaction, including the potential CVR payment, represents approximately $600 million on a fully diluted basis. Vigil insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Vigil by imposing a significant penalty if Vigil accepts a competing bid. We are investigating the conduct of the Vigil board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.