Lilly to acquire Centessa Pharmaceuticals for OX2R sleep‑wake portfolio
- Acquisition price: $38 cash per ADS plus one CVR up to $9 (max $47/sh), representing an upfront equity value of ~$6.3B and potential CVR value of ~$1.5B.
- CVR structure: $2 if cleminorexton (ORX750) or ORX142 receives FDA approval for narcolepsy type 2 within five years; $5 for idiopathic hypersomnia within five years; $2 upon first FDA approval for any indication before Jan 1, 2030.
- Transaction to be effected via a scheme of arrangement under English law and is expected to close in Q3, subject to Centessa shareholder approval, High Court sanction, regulatory clearances and customary closing conditions; investors holding ~24.1% have signed support agreements.
Deal overview
Eli Lilly will acquire Centessa via a scheme of arrangement under English law; closing is expected in Q3 subject to Centessa shareholder approval, High Court sanction, regulatory clearances and customary closing conditions.
Consideration and valuation
Transaction consideration is $38 in cash per ADS plus one non‑transferable contingent value right (CVR) entitling holders to up to $9 contingent on milestones, implying an upfront equity value of ~ $6.3B and potential CVR value of ~ $1.5B; the cash price represents ~40.5% premium to the 30‑day VWAP ended March 30, 2026.
CVR milestones
CVR payouts: $2 if cleminorexton (ORX750) or ORX142 receives FDA approval for narcolepsy type 2 within five years; $5 for approval in idiopathic hypersomnia within five years; $2 upon the first FDA approval for any indication before Jan 1, 2030.
Asset and pipeline
Centessa's lead OX2R agonist, cleminorexton, showed a potentially best‑in‑class profile in Phase 2a across narcolepsy type 1, type 2 and idiopathic hypersomnia; the portfolio includes additional clinical and preclinical OX2R agonists with potential across neurological, neurodegenerative and neuropsychiatric indications.
Approvals, advisors and governance
Boards of both companies approved the transaction; investors holding ~24.1% of Centessa shares have signed support agreements. Lilly will determine GAAP accounting treatment upon closing. Financial and legal advisors: Morgan Stanley & Co. LLC and Kirkland & Ellis for Lilly; Centerview Partners, Jefferies and Goodwin Procter for Centessa.
Source: Lilly