Eli Lilly to Acquire Centessa Pharmaceuticals in a $6.3 Billion Deal

Eli Lilly and Company (LLY) entered a merger agreement on March 31, 2026, to acquire Centessa Pharmaceuticals plc (CNTA) in a deal valued at $6.3 billion.

Deal Structure:

Lilly will acquire all of the share capital of Centessa (including the American Depositary Shares (ADSs) representing ordinary shares) for $38 in cash per share plus one non-transferrable contingent value right (CVR) that entitles the holder to receive up to an aggregate of $9, subject to the achievement of three milestones.

The cash consideration represents a premium of 37.78% from the stock’s last close.

CVR holders would become entitled to receive contingent payments as follows:

1. $2 per CVR in cash, upon U.S. FDA approval of cleminorexton (formerly ORX750) or ORX142 for the treatment of narcolepsy type 2 before the fifth anniversary of transaction closing;
2. $5 per CVR in cash, upon U.S. FDA approval of cleminorexton (formerly ORX750) or ORX142 for the treatment of idiopathic hypersomnia before the fifth anniversary of transaction closing; and
3. $2 per CVR in cash, upon the first U.S. FDA approval of cleminorexton (formerly ORX750) or ORX142 for the treatment of any indication before January 1, 2030.

Company Profile:

Centessa Pharmaceuticals is a clinical-stage drug company that develops treatments for neurological, rare, and immune-related diseases. It is working on therapies for sleep disorders, kidney disease, hemophilia, and other conditions, with most programs still in clinical trials.

Eli Lilly is a global pharmaceutical company that develops and sells medicines for diseases such as diabetes, cancer, autoimmune disorders, and neurological conditions. It operates worldwide and has a broad portfolio of approved drugs and ongoing research programs.

Deal Details and Timeline:

Centessa is developing medicines that target a neurobiological system that controls when you feel awake or sleepy. These drugs aim to help people who struggle with staying awake during the day.

Their main drug, cleminorexton (previously called ORX750), has shown promising results in early studies for conditions like narcolepsy (types 1 and 2) and idiopathic hypersomnia (a disorder that causes excessive sleepiness).

They are also working on other similar drugs that could be used to treat a wider range of brain-related conditions, including neurological and mental health disorders.

The deal is expected to close in the third quarter.

Entities affiliated with Medicxi Ventures, Index Ventures, and General Atlantic have agreed to vote in favor of the deal. Together, they own about 24.1% of Centessa’s shares.

Centerview Partners and Jefferies acted as financial advisors to Centessa Pharmaceuticals, while Goodwin Procter handled its legal matters. For Eli Lilly, Morgan Stanley served as financial advisor, and Kirkland & Ellis acted as legal counsel.

Deal Metrics:

For more information on this merger, please visit the Deal Metrics page here:
Deal Metrics for the acquisition of Centessa Pharmaceuticals plc (CNTA) by Eli Lilly and Company (LLY)

The Deal Metrics page for each merger or acquisition includes:

– A spread history chart of the merger from announcement through eventual completion or failure.
– Every event as the merger progresses through the expiration of the HSR period, various regulatory approvals, shareholder votes, etc.
– News and SEC filings.
– A history of deal updates.
– And a whole lot more.

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Editor’s Note: Baranjot Kaur contributed to this article