Eli Lilly Acquires Centessa Pharmaceuticals for Up to $7.8 Billion to Expand Sleep Disorder Portfolio
核心洞察
Eli Lilly announced a definitive agreement to acquire UK-based Centessa Pharmaceuticals for up to $7.8 billion, marking the company's strategic expansion into sleep medicine and neurological disorders.
Centessa's lead candidate cleminorexton (搜索) has demonstrated potential best-in-class profile in Phase 2a studies across narcolepsy (搜索) type 1, narcolepsy type 2, and idiopathic hypersomnia (搜索) through its orexin receptor 2 (搜索) agonist mechanism.
The acquisition includes $38 per share in cash plus contingent value rights worth up to $9 per share, with payments tied to FDA approvals for narcolepsy (搜索) and idiopathic hypersomnia (搜索) treatments.
Eli Lilly announced Tuesday a definitive agreement to acquire Centessa Pharmaceuticals for up to $7.8 billion, expanding the pharmaceutical giant's neuroscience portfolio into sleep medicine as it seeks to diversify beyond its blockbuster metabolic treatments.
The acquisition centers on Centessa's pipeline of orexin receptor 2 (搜索) (OX2R (搜索)) agonists designed to address the neurobiological system critical to the sleep-wake cycle. The UK-based clinical-stage company is developing treatments for excessive daytime sleepiness (搜索) and other neurological conditions, with its lead investigational candidate cleminorexton (搜索) (formerly ORX750) showing promising results in Phase 2a clinical studies.
Strategic Focus on Sleep-Wake Disorders
"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," said Carole Ho, executive vice president and president of Lilly Neuroscience. "Centessa has assembled a portfolio with the breadth and depth to improve wakefulness across a broad array of indications."
Cleminorexton (搜索) has demonstrated a potential best-in-class profile across multiple sleep disorders, including narcolepsy (搜索) type 1, narcolepsy type 2, and idiopathic hypersomnia (搜索) in Phase 2a studies. Centessa's OX2R (搜索) agonist portfolio includes additional clinical and preclinical-stage assets with potential utility across neurological, neurodegenerative, and neuropsychiatric conditions.
Deal Structure and Financial Terms
Under the transaction agreement, Lilly will pay $38 per share in cash, representing a 37.8% premium to Centessa's last closing price and approximately 40.5% premium to the 30-day volume-weighted average trading price. The upfront cash consideration represents an aggregate equity value of approximately $6.3 billion.
Additionally, shareholders will receive one non-transferable contingent value right (CVR) worth up to $9 per share, potentially adding $1.5 billion to the total deal value. The CVR payments are structured around three regulatory milestones:
- $2.00 per CVR upon FDA approval of cleminorexton or ORX142 for narcolepsy type 2 treatment within five years of closing
- $5.00 per CVR upon FDA approval for idiopathic hypersomnia treatment within five years of closing
- $2.00 per CVR upon the first FDA approval for any indication by January 1, 2030
Continued Portfolio Expansion
The Centessa acquisition represents Lilly's latest major investment in expanding its pipeline beyond the metabolic franchise that drove the company to a trillion-dollar valuation last year. In 2026, Lilly has already committed $2.4 billion to acquire Orna Therapeutics (搜索) for next-generation cell therapy capabilities and more than $1 billion to purchase autoimmune drug developer Ventyx Biosciences.
"By combining Centessa's team and capabilities with Lilly's global complementary research, clinical, regulatory and commercial capabilities, we will seek to accelerate the advancement of our orexin portfolio across a broad range of neuroscience indications," said Mario Alberto Accardi, CEO of Centessa and founder of the Orexin Program.
Transaction Timeline and Approvals
The transaction will be effectuated through a scheme of arrangement under English and Welsh law and is expected to close in the third quarter of 2026. Completion remains subject to Centessa shareholder approval, sanction by the High Court of Justice of England and Wales, and satisfaction of customary closing conditions including regulatory approvals.
To demonstrate commitment to the transaction, entities affiliated with Medicxi Ventures, Index Ventures, and General Atlantic have signed voting and support agreements covering approximately 24.1% of Centessa's outstanding ordinary shares. Both companies' boards of directors have approved the transaction.
Centessa's U.S.-listed shares jumped 46% in premarket trading following the announcement, reflecting investor confidence in the strategic value of the orexin-focused portfolio for addressing unmet needs in sleep-wake disorders (搜索).