Lilly Acquires Centessa Pharmaceuticals in $7.8 Billion Deal for OX2R Neurological Program

Lilly's $7.8 billion acquisition of Centessa Pharmaceuticals clears its final legal hurdle this week, with the High Court of Justice of England and Wales sanctioning the scheme of arrangement on June 22, 2026, setting a hard close date of June 24, 2026 and triggering immediate integration obligations across Lilly's manufacturing and development network.

The transaction, structured at $38.00 per share in cash plus a non-transferable contingent value right (CVR) of up to $9.00 tied to three undisclosed milestones, brings Centessa's orexin receptor 2 (OX2R) agonist program into Lilly's portfolio. That program targets excessive daytime sleepiness, cognitive deficits, and fatigue across neurological, neurodegenerative, and neuropsychiatric indications, a clinical-stage asset with no approved product, meaning Lilly inherits a development pipeline rather than a commercial manufacturing base.

For plant heads and CMC leads, the practical read is straightforward: Centessa operated as a clinical-stage company, so its OX2R compounds will require full tech transfer into Lilly's GMP-compliant network or through established CMO partnerships before any commercial-scale process validation can begin. The absence of an existing manufacturing infrastructure at Centessa compresses the timeline pressure onto Lilly's internal capacity planning and any third-party supply agreements already in place for clinical-stage material.

The scheme becomes legally effective upon delivery of the Court Order to the Registrar of Companies, expected June 24. Centessa's American Depositary Shares trade on Nasdaq for the last time on June 23, with trading halted before market open on June 24. The definitive proxy statement filed with the SEC on May 7, 2026 governs defined terms and conditions of the transaction; the original definitive agreement was signed March 31, 2026.

The CVR structure introduces a milestone-contingent payment layer that will bear directly on how Lilly prioritises development spend and resource allocation for the OX2R program, each milestone achievement unlocking incremental obligation, and each delay carrying financial as well as regulatory consequence as the program advances toward an eventual NDA filing.

The pace at which Lilly moves the OX2R asset from clinical-stage to process validation will serve as the first measurable indicator of how effectively the integration has been executed.

Source: Centessa Pharmaceuticals plc via GlobeNewswire, June 22, 2026.