KB Finanical Group SEC Filings

Vigil Neuroscience, Inc. (NASDAQ: VIGL) has mailed a Definitive Proxy Statement (DEFM14A) dated June 30, 2025 that seeks stockholder approval for its proposed acquisition by Sanofi. The transaction is structured as a cash merger in which Sanofi’s wholly owned subsidiary Vesper Acquisition Sub Inc. will merge with and into Vigil. At closing, Vigil stockholders will receive (i) $8.00 per share in cash, less applicable withholding, and (ii) one contingent value right (CVR) per share. Each CVR entitles the holder to an additional $2.00 in cash if the first commercial sale of VG-3927 occurs on or before December 31, 2035, as detailed in the CVR Agreement that Sanofi will execute at or prior to closing.

The company’s Board of Directors unanimously approved the Merger Agreement on May 21, 2025, concluded that the transaction is fair and advisable, and recommends that stockholders vote FOR both proxy proposals: (1) adoption of the Merger Agreement (the “Transaction Proposal”) and (2) permission to adjourn the meeting to solicit additional votes if necessary (the “Adjournment Proposal”). The special meeting will be held virtually on August 4, 2025 at 8:30 a.m. ET. A simple majority of the outstanding common shares is required to approve the merger, while a majority of votes cast is required to approve any adjournment.

Sanofi has entered into Voting and Support Agreements with Chief Executive Officer Ivana Magovčević-Liebisch and entities affiliated with Atlas Venture, together holding approximately 16.54 % of Vigil’s voting power, committing them to vote in favor of the merger. Holders of Series A Non-Voting Convertible Preferred Stock are not entitled to vote on either proposal. Common stockholders who continuously hold shares through the effective time and who dissent properly under Delaware General Corporation Law §262 will be entitled to appraisal rights.

The definitive proxy reiterates that neither the SEC nor any state regulator has passed on the merits of the merger and warns that representations to the contrary are a criminal offense. It instructs stockholders on how to cast their votes, outlines virtual attendance procedures, and provides contact information for obtaining additional proxy materials. The document also highlights that failure to give voting instructions for shares held in “street name” will result in those shares not being voted.

If approved, Vigil will become a wholly owned subsidiary of Sanofi, and its common stock will cease trading. The CVR structure directly ties $2.00 of potential additional value to the commercial success of VG-3927, creating a risk-adjusted upside for stockholders while limiting Sanofi’s upfront cash outlay.

Fortive Corporation (NYSE: FTV) filed a Form 8-K to confirm the closing of the previously announced spin-off of its Precision Technologies segment. At 12:01 a.m. ET on 28 June 2025, the assets and liabilities of that segment were transferred to Ralliant Corporation, and Fortive distributed one Ralliant share for every three Fortive shares held at the 16 June 2025 record date. Ralliant now trades independently on the NYSE under the symbol “RAL”; fractional entitlements are being sold in the open market with net cash returned to Fortive holders.

To govern post-separation operations the companies executed a suite of definitive agreements on 27 June 2025, including: 1) Separation and Distribution Agreement, 2) Employee Matters Agreement, 3) Tax Matters Agreement, 4) Transition Services Agreement, 5) Intellectual Property Matters Agreement, and two license agreements (FBS and Fort Solutions). Full texts are filed as Exhibits 2.1 and 10.1-10.6 and are incorporated by reference.

Financing actions were finalized concurrently. On 27 June 2025 Ralliant drew $1.15 billion pro-rata from its previously arranged $1.3 billion senior unsecured delayed-draw term loan facilities ($700 m three-year and $600 m eighteen-month tranches). The proceeds were remitted to Fortive as cash consideration for the contributed businesses. Fortive disclosed that this cash will be used to repay outstanding indebtedness and execute a special-purpose share repurchase program authorized on 27 May 2025.

Leadership also transitioned: long-time President & CEO James A. Lico retired upon completion of the distribution, and the Board appointed Olumide Soroye (formerly head of the Intelligent Operating Solutions and Advanced Healthcare Solutions segments) as President, CEO, and a director effective immediately.

The filing furnishes, but does not file, a 30 June 2025 press release (Exhibit 99.1) containing estimated quarter-end operating information, and provides unaudited pro forma financial statements (Exhibit 99.2) reflecting Fortive’s post-spin balance sheet and earnings profile. These include a pro forma condensed balance sheet as of 28 March 2025 and condensed statements of earnings for 1Q25 and fiscal years 2024-2022.

No earnings guidance or quantitative outlook was provided within this 8-K. However, the transaction materially reshapes Fortive’s portfolio, supplies cash for deleveraging and shareholder returns, and establishes Ralliant with its own capital structure. The filing satisfies Items 1.01, 2.01, 2.02, 5.02, 8.01 and 9.01 disclosure requirements.