Eli Lilly and Company and Ventyx Biosciences entered into a definitive agreement under which Eli Lilly will acquire Ventyx in an all-cash transaction valued at approximately $1.2 billion to develop innovative oral therapies for patients with inflammatory-mediated diseases.

The acquisition reflects growing interest within the pharmaceutical industry in inflammation as a contributing factor to a broad spectrum of chronic diseases. “There is increasing evidence that inflammation is a key driver of many chronic diseases,” said Daniel M. Skovronsky, M.D., Ph.D., chief scientific and product officer and president of Lilly Research Laboratories in a press release.

He added that Ventyx’s pipeline “addresses a critical need for better treatment options across diseases mediated by chronic inflammation” and aligns with Lilly’s focus on cardiometabolic health, neurodegeneration, and autoimmune conditions.¹

Ventyx is focused on developing oral small-molecule therapies targeting inflammatory-mediated diseases. Its pipeline includes several NLRP3 inhibitors intended to address inflammation implicated across a range of disease areas, including cardiometabolic conditions, neurodegenerative disorders, and autoimmune & inflammatory diseases.¹ The company’s programs are currently undergoing clinical development and are designed to target immune pathways associated with chronic and residual inflammation.

Ventyx’s leadership described the acquisition as an opportunity to advance its research programs within a larger organization, "Our portfolio of class-leading NLRP3 inhibitors modulate residual and chronic inflammation that is now recognized as a major risk factor in a host of neuroinflammatory, cardiometabolic and cardiovascular diseases," said Raju Mohan, Ph.D., chief executive officer of Ventyx Biosciences.

Mohan continued, saying, "We believe that Lilly is an ideal strategic partner, with unparalleled resources, a passion for innovative oral drugs and a commitment to advance novel therapies that fill a vast unmet need for patients suffering from these debilitating diseases and disorders."

Since the turn of the new year Lilly has hit the ground running, as this acquisition comes a day after Lilly announced its $1.2 billion research collaboration and license agreement with Nimbus Therapeutics focusing on oral obesity treatments.

What are the terms of the definitive agreement?

Per the terms of the agreement, Lilly is set to acquire all outstanding shares of Ventyx valued at $14.00 per share, in cash. Lilly’s offer represents a premium of nearly 62% over Ventyx’s 30-day volume-weighted average trading price as of January 5, 2026.¹

The transaction is not subject to financing conditions and is expected to close in the first half of 2026, following approval from Ventyx stockholders along with the satisfaction of customary closing conditions and regulatory approvals.

Both companies’ boards of directors have approved the transaction, and in addition, entities affiliated with New Science Ventures, along with Ventyx’s directors and officers, have entered into voting and support agreements that cover approximately 10% of the company’s outstanding shares.¹

In accordance with Generally Accepted Accounting Principles, Lilly is expected to determine the accounting treatment of this transaction upon closing, with this transaction thereafter being reflected in Lilly's financial results and financial guidance.¹

Sources

1. Lilly to acquire Ventyx Biosciences to advance oral therapies targeting inflammatory-mediated diseases Eli Lilly and Company January 7, 2026https://www.prnewswire.com/news-releases/lilly-to-acquire-ventyx-biosciences-to-advance-oral-therapies-targeting-inflammatory-mediated-diseases-302655657.html