Eli Lilly to acquire Centessa Pharmaceuticals under definitive agreement

Eli Lilly and Company and Centessa Pharmaceuticals plc have announced a definitive agreement under which Lilly will acquire Centessa.

Centessa is developing a pipeline of orexin receptor 2 (OX2R) agonists designed to address the neurobiological system linked to the sleep-wake cycle for the treatment of excessive daytime sleepiness and disorders of impaired wakefulness. Its lead investigational candidate cleminorexton (formerly ORX750) has demonstrated a potential best-in-class profile in Phase 2a clinical studies across narcolepsy type 1, narcolepsy type 2 and idiopathic hypersomnia. The company’s OX2R agonist portfolio also includes clinical and preclinical-stage assets with potential use across neurological, neurodegenerative and neuropsychiatric conditions.

Carole Ho, executive vice president and president, Lilly Neuroscience, said, “Orexin receptor biology represents one of the most compelling mechanistic opportunities in neuroscience as a direct intervention on the master switch of the sleep-wake cycle. Centessa has assembled a portfolio with the breadth and depth to improve wakefulness across a broad array of indications. Joining forces with Centessa colleagues means we can now pursue that potential at the speed and scale it deserves.”

Mario Alberto Accardi, Chief Executive Officer of Centessa and Founder of the Orexin Program, said, “Centessa is at the forefront of orexin science, and we’ve built a potential best-in-class portfolio of OX2R agonists with a level of depth and breadth that could help redefine what’s possible in neuroscience. Driven by a bold vision, our team has advanced an innovative portfolio with the speed, rigor and conviction needed to lead a new era of orexin-based therapeutics. Now, we are thrilled to take our next step toward a potential combination with Lilly who shares our vision. By combining Centessa’s team and capabilities with Lilly’s global complementary research, clinical, regulatory and commercial capabilities, we will seek to accelerate the advancement of our orexin portfolio across a broad range of neuroscience indications for the benefit of patients in need. I’m incredibly proud of what our team has achieved and deeply grateful to the investigators, study participants, employees and shareholders who have made our progress possible. This milestone reflects not only the strength of our science, but also the transformative potential of our orexin portfolio for patients who urgently need new solutions.”

Under the terms of the agreement, Lilly will acquire all issued and to be issued share capital of Centessa, including American Depositary Shares representing ordinary shares, for $38.00 in cash per share along with one non-transferable contingent value right that entitles the holder to receive up to an aggregate of $9.00, subject to milestone achievements, for a total potential aggregate consideration of up to $47.00 per share.

Contingent value right holders would receive payments of $2.00 per CVR in cash upon U.S. FDA approval of cleminorexton or ORX142 for narcolepsy type 2 prior to the fifth anniversary of closing; $5.00 per CVR upon U.S. FDA approval of cleminorexton or ORX142 for idiopathic hypersomnia prior to the fifth anniversary of closing; and $2.00 per CVR upon the first U.S. FDA approval of cleminorexton or ORX142 for any indication prior to 1 January 2030. There can be no assurance that any payments will be made with respect to the CVR.

The upfront cash consideration represents an aggregate equity value of approximately $6.3 billion, with the CVR representing an additional potential aggregate equity value of approximately $1.5 billion.

The transaction will be carried out by way of a scheme of arrangement under the laws of England and Wales and is expected to close in the third quarter, subject to approval by Centessa shareholders, sanction by the High Court of Justice of England and Wales and satisfaction of other customary closing conditions, including regulatory approvals.

The cash consideration payable at closing represents a premium of approximately 40.5 per cent to the 30-day volume-weighted average trading price of Centessa’s ADSs ended on 30 March 2026. The boards of directors of both companies have approved the transaction.

Entities affiliated with Medicxi Ventures, Index Ventures and General Atlantic have signed voting and support agreements to approve the transaction, representing approximately 24.1 per cent of Centessa’s outstanding ordinary shares.

Lilly will determine the accounting treatment of the transaction in accordance with Generally Accepted Accounting Principles upon closing, after which it will be reflected in its financial results and guidance.

Morgan Stanley & Co. LLC is acting as exclusive financial advisor and Kirkland & Ellis LLP as legal counsel to Lilly. Centerview Partners LLC and Jefferies LLC are acting as financial advisors and Goodwin Procter LLP as legal counsel to Centessa.