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