Eli Lilly Centessa Acquisition Worth $7.8 Billion

Eli Lilly said in a press release on March 31, 2026 that the Eli Lilly Centessa acquisition will give Lilly access to cleminorexton, an orexin receptor‑2 agonist now in Phase 2 trials, and is expected to close in Q3 2026.

Deal Terms and Strategic Rationale

Lilly will pay $38.00 a share in cash upfront, totaling about $6.3 billion, and issue contingent value rights (CVRs) worth up to $9.00 a share, representing roughly $1.5 billion in potential additional payments. The CVRs are non-transferable and tied to three FDA approval milestones: $2.00 a share for narcolepsy type 2 approval within five years of closing; $5.00 a share for idiopathic hypersomnia approval within five years; and $2.00 a share for the first approval in any indication by January 1, 2030. Lilly noted there is no assurance any CVR payments will be made.

The offer represents a 40.5% premium to Centessa's 30-day volume-weighted average price ending March 30, 2026, when Centessa closed at $27.58 a share. Major investors including Medicxi Ventures, Index Ventures, and affiliates of General Atlantic have signed voting and support agreements covering about 24.1% of Centessa's outstanding ordinary shares.

The transaction will be effected by a scheme of arrangement under English and Welsh law and is subject to Centessa shareholder approval, sanction by the High Court of Justice of England and Wales, regulatory clearances, and other customary closing conditions. Both companies' boards have approved the agreement, and Centessa plans to file a proxy statement on Schedule 14A with the SEC. Lilly will determine GAAP accounting treatment upon closing, and the transaction will be reflected in its financial results and guidance after the deal closes.

Lilly retained Morgan Stanley & Co. LLC as financial adviser and Kirkland & Ellis LLP as legal counsel. Centessa engaged Centerview Partners LLC and Jefferies LLC as financial advisers and Goodwin Procter LLP as legal counsel.

Centessa, headquartered in the U.K. and Boston and publicly launched in 2021, has developed an orexin receptor 2 (OX2R) agonist pipeline targeting sleep-wake disorders and broader neurologic and neuropsychiatric conditions. Its lead program, cleminorexton (ORX750), completed a Phase 2a study and is in Phase 2 trials for narcolepsy types 1 and 2 and idiopathic hypersomnia. Centessa described the Phase 2a profile as "potential best-in-class."

Lilly said the acquisition broadens its neuroscience portfolio into sleep medicine and positions the company to scale development of orexin biology. Carole Ho, executive vice president and president of Lilly Neuroscience, said, "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." This deal follows two recent Lilly acquisitions—Orna Therapeutics and Ventyx Biosciences, valued at $2.4 billion and $1.2 billion respectively—and matches the figure cited in the headline, reflecting Lilly’s recent focus on novel neuroscience platforms.