0000899243-23-018115.txt : 20230814
0000899243-23-018115.hdr.sgml : 20230814
20230814163010
ACCESSION NUMBER: 0000899243-23-018115
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230811
FILED AS OF DATE: 20230814
DATE AS OF CHANGE: 20230814
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ELI LILLY & Co
CENTRAL INDEX KEY: 0000059478
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
STATE OF INCORPORATION: IN
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39746
FILM NUMBER: 231170892
BUSINESS ADDRESS:
STREET 1: LILLY CORPORATE CTR
STREET 2: DROP CODE 1094
CITY: INDIANAPOLIS
STATE: IN
ZIP: 46285
BUSINESS PHONE: 3172762000
MAIL ADDRESS:
STREET 1: LILLY CORPORATE CENTER
STREET 2: DROP CODE 1094
CITY: INDIANAPOLIS
STATE: IN
ZIP: 46285
FORMER NAME:
FORMER CONFORMED NAME: LILLY ELI & CO
DATE OF NAME CHANGE: 19941024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shenandoah Acquisition Corp
CENTRAL INDEX KEY: 0001983165
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39746
FILM NUMBER: 231170891
BUSINESS ADDRESS:
STREET 1: LILLY CORPORATE CENTER
STREET 2: 893 DELAWARE STREET
CITY: INDIANAPOLIS
STATE: IN
ZIP: 46285
BUSINESS PHONE: 317-276-2000
MAIL ADDRESS:
STREET 1: LILLY CORPORATE CENTER
STREET 2: 893 DELAWARE STREET
CITY: INDIANAPOLIS
STATE: IN
ZIP: 46285
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sigilon Therapeutics, Inc.
CENTRAL INDEX KEY: 0001821323
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 474005543
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 BINNEY STREET
STREET 2: STE 600
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-336-7540
MAIL ADDRESS:
STREET 1: 100 BINNEY STREET
STREET 2: STE 600
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-08-11
1
0001821323
Sigilon Therapeutics, Inc.
SGTX
0000059478
ELI LILLY & Co
LILLY CORPORATE CENTER
INDIANAPOLIS
IN
46285
0
0
1
0
0001983165
Shenandoah Acquisition Corp
LILLY CORPORATE CENTER
INDIANAPOLIS
IN
46285
0
0
1
0
0
Common Stock
2023-08-11
4
P
0
1718493
14.92
A
100
D
Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Shenandoah Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of June 28, 2023 (the "Merger Agreement"), with Sigilon Therapeutics, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share (the "Shares"), of the Issuer in exchange for (a) $14.92 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,
(continued from footnote 1) which represents the contractual right to receive contingent payments of up to $111.64 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of August 10, 2023, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.
As of one minute past 11:59 p.m., Eastern Time, on August 9, 2023 (the "Expiration Time"), when the Offer expired, 1,718,493 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On August 11, 2023, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.
Following consummation of the Offer, on August 11, 2023, Lilly completed its acquisition of the Issuer pursuant to the terms of the Merger Agreement through the merger of Purchaser with and into the Issuer, and without a meeting of the stockholders of the Issuer in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer surviving such merger as a wholly-owned subsidiary of Lilly. As a result of the merger, Lilly received an aggregate of 100 newly issued shares of common stock, $0.0001 par value per share (the "New Shares"), of the Issuer, which represent all of the Issuer's issued and outstanding New Shares.
/s/ Anat Ashkenazi, Executive Vice President and Chief Financial Officer, on behalf of Eli Lilly and Company
2023-08-14
/s/ Philip L. Johnson, President, on behalf of Shenandoah Acquisition Corporation
2023-08-14