Eli Lilly to Acquire Centessa Pharmaceuticals for $6.3B Upfront, up to $7.8B Total

summarizeSummary

Eli Lilly and Company has entered into a definitive agreement to acquire Centessa Pharmaceuticals plc for an upfront cash payment of $38.00 per share, plus a contingent value right (CVR) potentially worth an additional $9.00 per share, totaling up to $47.00 per share.

check_boxKey Events · M&A and Partnerships · CNTA

• Acquisition Agreement

  Eli Lilly and Company will acquire Centessa Pharmaceuticals plc for an upfront cash payment of $38.00 per share.

• Contingent Value Rights (CVR)

  Shareholders will also receive one non-transferrable CVR, potentially adding up to $9.00 per share based on the achievement of three specific FDA approval milestones for cleminorexton (ORX750) or ORX142.

• Significant Premium

  The upfront cash consideration represents a premium of approximately 40.5% over Centessa's 30-day volume-weighted average trading price ended on March 30, 2026.

• Strategic Rationale

  The acquisition expands Lilly's neuroscience portfolio, particularly in sleep medicine, by integrating Centessa's OX2R agonist pipeline for sleep-wake disorders.

auto_awesomeAnalysis · CNTA · Life Sciences

This definitive agreement for Eli Lilly to acquire Centessa Pharmaceuticals represents a major positive catalyst for Centessa shareholders, offering a substantial premium and potential upside through CVRs. The upfront cash consideration of $6.3 billion, with a total potential value of $7.8 billion including CVRs, significantly exceeds Centessa's current market valuation. The transaction provides a clear exit strategy for investors and validates Centessa's orexin receptor 2 (OX2R) agonist pipeline, particularly its lead candidate cleminorexton, which Lilly aims to advance for sleep-wake disorders. The strong support from major shareholders further de-risks the approval process. Investors should monitor the progress towards closing, including shareholder and regulatory approvals, expected in the third quarter.