Lilly to Acquire Centessa Pharmaceuticals to Advance Treatments for Sleep-Wake Disorders

The acquisition will be executed through a scheme of arrangement under English and Welsh law, with closing expected in the third quarter of 2026.

Eli Lilly and Company will acquire Centessa Pharmaceuticals plc (Nasdaq: CNTA) to expand its portfolio in sleep medicine, focusing on therapies for excessive daytime sleepiness and other neurological conditions.

The acquisition will be executed through a scheme of arrangement under English and Welsh law, with closing expected in the third quarter of 2026. The transaction requires approval by Centessa shareholders, the High Court of Justice of England and Wales, and customary regulatory approvals.

Under the terms, Lilly will pay $38 in cash per Centessa share, plus one non-transferrable contingent value right (CVR) offering potential milestone-linked payments of up to $9 per share. The upfront consideration values Centessa at approximately $6.3 billion, with the CVR representing an additional potential equity value of around $1.5 billion. The cash component reflects a 40.5% premium to Centessa’s 30-day average trading price as of March 30, 2026.

Centessa CEO Mario Alberto Accardi said the acquisition combines the companies’ capabilities to advance orexin-based therapeutics and bring innovative treatments to patients with sleep-wake disorders more efficiently.

Centessa develops orexin receptor 2 (OX2R) agonists, targeting the neurobiological systems regulating the sleep-wake cycle. Its lead candidate, cleminorexton (formerly ORX750), has shown a potential best-in-class profile in Phase 2a studies for narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia.

The company’s pipeline also includes additional clinical and preclinical assets for broader neurological and neuropsychiatric conditions.

Carole Ho, Executive Vice President and President of Lilly Neuroscience, highlighted that orexin receptor biology provides a direct intervention in the master switch of the sleep-wake cycle. She added that combining Lilly’s global research, clinical, regulatory, and commercial capabilities with Centessa’s portfolio will accelerate the development of orexin-based therapies.

Morgan Stanley & Co. LLC and Kirkland & Ellis LLP advised Lilly, while Centerview Partners LLC, Jefferies LLC, and Goodwin Procter LLP advised Centessa on the deal.

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