Eli Lilly agreed to acquire Centessa Pharmaceuticals for approximately $7.8 billion, expanding its neuroscience pipeline.
Eli Lilly agreed to acquire Centessa Pharmaceuticals for up to $47 per share, valuing the deal at approximately $7.8 billion.
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The move adds a portfolio of orexin receptor agonists targeting sleep disorders and broader neurological conditions to Lilly's expanding neuroscience franchise.
Centessa is a clinical-stage company developing orexin receptor 2 (OX2R) agonists designed to treat excessive daytime sleepiness and disorders of impaired wakefulness.1 Its lead candidate, cleminorexton, has shown a potential best-in-class profile in Phase IIa studies across narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia.2
The portfolio also includes additional clinical and preclinical assets with potential utility across neurological, neurodegenerative, and neuropsychiatric conditions.
"Orexin receptor biology represents one of the most compelling mechanistic opportunities in neuroscience as a direct intervention on the master switch of the sleep-wake cycle. Centessa has assembled a portfolio with the breadth and depth to improve wakefulness across a broad array of indications," said Carole Ho, executive vice president and president, Lilly Neuroscience. "Joining forces with Centessa colleagues means we can now pursue that potential at the speed and scale it deserves."
Lilly is set to pay $38.00 per share in cash at closing, representing an aggregate equity value of approximately $6.3 billion and a 40.5% premium to Centessa's 30-day volume-weighted average trading price, plus one non-transferable contingent value right worth up to an additional $9.00 per share tied to three regulatory milestones.1
Milestones include FDA approval of cleminorexton or ORX142 for narcolepsy type 2, FDA approval for idiopathic hypersomnia, and a first FDA approval in any indication before January 1, 2030.1
The CVR component represents an additional potential aggregate equity value of approximately $1.5 billion. The transaction is expected to close in the third quarter of 2026, subject to Centessa shareholder approval, court sanction under English law, and customary regulatory conditions.
The orexin system functions as the brain's master regulator of the sleep-wake cycle. Deficiency in orexin signaling is the underlying cause of narcolepsy type 1, and disrupted orexin activity is implicated in a broader range of wakefulness disorders. OX2R agonists, which directly activate one of the two orexin receptors, represent a mechanistically targeted approach to restoring wakefulness, distinct from older stimulant-based treatments.
“As a leader in orexin science, we continue to explore orexin pharmacology within a suite of well validated translational non-clinical studies with the goal of unlocking the full potential of our multi-asset OX2R agonist pipeline for patients,” said Mario Alberto Accardi PhD, chief executive officer of Centessa. “These compelling preclinical findings reinforce our strategy of targeting the orexin pathway for the development of new therapeutic options with the potential to address mood symptoms, excessive daytime sleepiness (EDS), impaired attention, cognitive deficits, fatigue and other symptoms across multiple neuroscience indications. We’re excited by the potential opportunity to expand our OX2R pipeline beyond the rare hypersomnias and into additional high-value indications with high unmet clinical need.”
The acquisition continues a period of aggressive dealmaking for Lilly, which has deployed capital across obesity, neuroscience, and
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