Eli Lilly And Company To Acquire Centessa Pharmaceuticals plc In $6.3 Billion Deal Focused On Advancing Orexin Agonist Medicines

Eli Lilly and Company and Centessa Pharmaceuticals announced that they have entered into a definitive agreement under which Lilly will acquire Centessa, a clinical-stage company developing a new generation of medicines focused on excessive daytime sleepiness and other neurological conditions. The acquisition centers on Centessa’s growing pipeline of orexin receptor 2 (OX2R) agonists, therapies designed to target a core system that regulates the sleep-wake cycle and could address disorders marked by impaired wakefulness.

Centessa’s lead investigational therapy, cleminorexton (formerly ORX750), has shown strong potential in Phase 2a studies involving patients with narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia. These early results suggest that the therapy may offer a best-in-class profile. Beyond cleminorexton, the company’s OX2R agonist platform includes several clinical and preclinical candidates aimed at a wider range of neurological, neurodegenerative, and neuropsychiatric conditions.

Lilly leadership emphasized the scientific importance of orexin biology, citing its role as a direct mechanism for influencing the brain’s master control of sleep and wakefulness. The company noted that by bringing Centessa’s team and portfolio into the organization, it will be able to move faster and pursue the full range of opportunities across multiple indications.

Centessa’s CEO, Mario Alberto Accardi, highlighted the company’s progress in advancing OX2R science and developing what could become a leading portfolio in the field. He shared that the company’s vision has always been to reshape what is possible in neuroscience. He expressed enthusiasm about combining Centessa’s scientific strengths with Lilly’s global research, regulatory, clinical, and commercial capabilities to accelerate the development of these therapies for patients who urgently need better treatment options.

Under the terms of the agreement, Lilly will acquire all outstanding shares of Centessa for $38.00 per share in cash, along with one contingent value right (CVR) per share. The CVR may deliver up to an additional $9.00 per share if certain regulatory milestones are achieved, bringing total potential consideration to $47.00 per share. The contingent payments relate to three specific milestones tied to U.S. FDA approvals of cleminorexton or another Centessa OX2R agonist candidate (ORX142) for narcolepsy type 2, idiopathic hypersomnia, or any other indication by predetermined deadlines. These payments are not guaranteed.

The upfront payment values Centessa at approximately $6.3 billion, with the CVR representing up to $1.5 billion in potential additional value. The transaction will be carried out through a court-sanctioned scheme of arrangement under U.K. law and is expected to close in the third quarter of 2026. Completion will require shareholder approval, approval by the High Court of Justice of England and Wales, and other standard regulatory clearances. The purchase price represents a premium of about 40.5% over the 30-day average trading price of Centessa’s ADSs ending March 30, 2026.

Major shareholders including affiliates of Medicxi Ventures, Index Ventures, and General Atlantic have agreed to vote in favor of the deal, collectively representing around 24.1% of Centessa’s outstanding shares. Once the transaction closes, Lilly will determine its accounting treatment in accordance with GAAP and update its financial reporting accordingly. Morgan Stanley is serving as Lilly’s financial advisor, with legal counsel from Kirkland & Ellis LLP. Centessa is advised by Centerview Partners and Jefferies LLC, with legal counsel from Goodwin Procter LLP.