Eli Lilly agreed on 31 March to acquire Centessa Pharmaceuticals, a clinical-stage developer of treatments for excessive daytime sleepiness, for US$38 a share in cash plus a contingent value right of up to US$9 a share.
Why Eli Lilly and Company is buying Centessa Pharmaceuticals plc
Lilly said the acquisition expands its neuroscience portfolio into sleep medicine. Centessa's lead candidate, cleminorexton (formerly ORX750), has shown a potential best-in-class profile in Phase 2a studies in narcolepsy type 1, narcolepsy type 2 and idiopathic hypersomnia.
“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.”
Deal terms and financing
The upfront cash represents an equity value of about US$6.3bn and a premium of about 40.5% to Centessa's 30-day volume-weighted average price to 30 March. The CVR pays US$2 for a US approval in narcolepsy type 2, US$5 for idiopathic hypersomnia and US$2 for a first approval in any indication before 2030. Investors holding about 24.1% of the shares signed support agreements.
Regulatory approvals and timing
The deal required Centessa shareholder approval, regulatory clearances and the sanction of the High Court of England and Wales. The court approved the scheme on 22 June and it became effective on 24 June 2026, when Centessa's American depositary shares stopped trading on Nasdaq.
Market context
Centessa is incorporated in England and listed its ADSs on Nasdaq. It said the UK Takeover Code did not apply to the transaction.
