Lilly Announces Acquisition of Centessa Pharmaceuticals to Expand Pipeline in Sleep-Wake Disorder Treatments
Eli Lilly and Company and Centessa Pharmaceuticals plc have announced a definitive agreement under which Lilly will acquire Centessa in a transaction that underscores the growing strategic importance of neuroscience and sleep-related disorders within the global biopharmaceutical landscape. The deal reflects Lilly’s continued commitment to expanding its pipeline in high-impact therapeutic areas, particularly those with significant unmet medical need.
The acquisition centers on Centessa’s innovative portfolio of orexin receptor 2 (OX2R) agonists, a novel class of therapeutics designed to target the biological mechanisms that regulate the sleep-wake cycle. These therapies aim to address conditions characterized by excessive daytime sleepiness and impaired wakefulness, including narcolepsy and idiopathic hypersomnia—disorders that can significantly impact patients’ quality of life and daily functioning.
Strategic Focus on Orexin Biology
Orexin biology has emerged as one of the most promising frontiers in neuroscience research. The orexin system plays a critical role in maintaining wakefulness and regulating sleep patterns, acting as a central “switch” that governs transitions between sleep and alertness. Dysfunction in this system has been strongly linked to disorders such as narcolepsy, where patients experience sudden and uncontrollable episodes of sleep.
Centessa has built a robust pipeline centered on OX2R agonists, which are designed to stimulate orexin receptors and restore normal wakefulness. This approach represents a shift from traditional treatments that primarily manage symptoms to therapies that directly address the underlying neurobiology of sleep disorders.
Lilly’s interest in this area reflects broader industry trends, as pharmaceutical companies increasingly invest in targeted, mechanism-based therapies that offer the potential for improved efficacy and safety profiles. By acquiring Centessa, Lilly gains access to a portfolio that spans both clinical and preclinical stages, providing multiple opportunities for future development across a range of neurological, neurodegenerative, and neuropsychiatric conditions.
Lead Asset: Cleminorexton
At the forefront of Centessa’s pipeline is cleminorexton (formerly ORX750), an investigational OX2R agonist that has demonstrated encouraging results in early-stage clinical studies. In Phase 2a trials, the drug has shown a potential best-in-class profile in patients with narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia.
These conditions are characterized by chronic and debilitating sleepiness, often accompanied by cognitive impairment, reduced productivity, and diminished quality of life. Current treatment options are limited and may be associated with side effects or incomplete symptom control, highlighting the need for new therapeutic approaches.
Cleminorexton’s ability to directly target the orexin pathway positions it as a potentially transformative therapy in this space. In addition to its lead candidate, Centessa’s portfolio includes other OX2R agonists at various stages of development, offering potential applications beyond sleep disorders, including broader neurological and psychiatric indications.
Leadership Perspectives
Carole Ho, Executive Vice President and President of Lilly Neuroscience, emphasized the strategic importance of the acquisition, describing orexin receptor biology as one of the most compelling opportunities in neuroscience. She noted that Centessa’s portfolio provides both depth and breadth, enabling the potential to improve wakefulness across a wide range of conditions.
Ho also highlighted the benefits of combining Centessa’s scientific expertise with Lilly’s global capabilities in research, clinical development, regulatory affairs, and commercialization. This integration is expected to accelerate the development of orexin-based therapies and expand their reach to patients worldwide.
Mario Alberto Accardi, Chief Executive Officer of Centessa and founder of its orexin program, echoed this sentiment, describing the company as being at the forefront of orexin science. He expressed confidence that the combination with Lilly would enable the portfolio to reach its full potential, leveraging Lilly’s scale and resources to advance development across multiple indications.
Accardi also acknowledged the contributions of Centessa’s team, collaborators, and stakeholders, emphasizing that the transaction represents both a validation of the company’s scientific achievements and a step toward delivering innovative treatments to patients in need.
Financial Terms of the Transaction
Under the terms of the agreement, Lilly will acquire all outstanding shares of Centessa for $38.00 per share in cash. In addition, shareholders will receive one non-transferable contingent value right (CVR) per share, which provides the potential for additional payments of up to $9.00 per share based on the achievement of specific regulatory milestones.
These milestones are tied to approvals by the U.S. Food and Drug Administration for Centessa’s OX2R agonists. Specifically, CVR holders may receive:
- $2.00 per share upon FDA approval of cleminorexton or ORX142 for narcolepsy type 2 within five years of closing
- $5.00 per share upon FDA approval of these therapies for idiopathic hypersomnia within the same timeframe
- $2.00 per share upon the first FDA approval for any indication before January 1, 2030
While these payments are contingent and not guaranteed, they provide additional upside for shareholders if the development programs achieve key regulatory milestones.
The upfront cash consideration values Centessa at approximately $6.3 billion, with the CVR component representing a potential additional $1.5 billion. The offer price reflects a premium of approximately 40.5% over the company’s 30-day volume-weighted average share price as of March 30, 2026, highlighting the strategic value Lilly places on Centessa’s pipeline.
Transaction Structure and Timeline
The acquisition will be executed through a scheme of arrangement under the laws of England and Wales, a common structure for UK-based companies. The transaction is expected to close in the third quarter of 2026, subject to several conditions, including approval by Centessa shareholders, sanction by the High Court of Justice of England and Wales, and receipt of necessary regulatory approvals.
Both companies’ boards of directors have unanimously approved the transaction, signaling strong alignment on its strategic rationale. Additionally, major shareholders—including affiliates of Medicxi Ventures, Index Ventures, and General Atlantic—have entered into voting and support agreements to back the deal. These investors collectively represent approximately 24.1% of Centessa’s outstanding shares, providing significant support for the transaction.
Strategic Implications for Lilly
For Lilly, the acquisition represents a significant expansion of its neuroscience portfolio, complementing its existing pipeline and reinforcing its commitment to addressing complex neurological disorders. The addition of Centessa’s orexin-based therapies aligns with Lilly’s broader strategy of investing in innovative, high-impact treatments that address unmet medical needs.
The deal also highlights Lilly’s willingness to pursue large-scale acquisitions to secure promising assets and accelerate growth. By integrating Centessa’s capabilities and programs, Lilly aims to strengthen its position in the competitive neuroscience market and drive long-term value for patients and shareholders.
Broader Industry Context
The acquisition reflects a broader trend within the pharmaceutical industry, where companies are increasingly focusing on neuroscience as a key area of innovation. Advances in understanding brain biology and disease mechanisms have opened new opportunities for targeted therapies, particularly in areas such as sleep disorders, neurodegeneration, and psychiatric conditions.
At the same time, the deal underscores the importance of collaboration and consolidation in advancing drug development. By combining resources, expertise, and infrastructure, companies can accelerate the development of new therapies and improve the likelihood of success.
The transaction is being supported by leading financial and legal advisors. Morgan Stanley & Co. LLC is serving as the exclusive financial advisor to Lilly, with Kirkland & Ellis LLP acting as legal counsel. On the Centessa side, Centerview Partners LLC and Jefferies LLC are providing financial advisory services, while Goodwin Procter LLP is serving as legal counsel.
These advisors play a critical role in structuring and executing complex transactions, ensuring that all aspects of the deal are carefully managed and aligned with regulatory requirements.
The acquisition of Centessa Pharmaceuticals by Eli Lilly and Company represents a strategic move to advance innovation in neuroscience, particularly in the treatment of sleep-wake disorders. By combining Centessa’s cutting-edge orexin receptor agonist portfolio with Lilly’s global development and commercialization capabilities, the transaction has the potential to accelerate the delivery of transformative therapies to patients.
With a strong financial structure, broad shareholder support, and a clear strategic rationale, the deal positions Lilly to capitalize on emerging opportunities in neuroscience while reinforcing its leadership in the global pharmaceutical industry. As the transaction moves toward completion, it marks an important step forward in the pursuit of new solutions for patients living with debilitating neurological conditions.
About Lilly
Lilly is a medicine company turning science into healing to make life better for people around the world. We’ve been pioneering life-changing discoveries for nearly 150 years, and today our medicines help tens of millions of people across the globe. Harnessing the power of biotechnology, chemistry and genetic medicine, our scientists are urgently advancing new discoveries to solve some of the world’s most significant health challenges: redefining diabetes care; treating obesity and curtailing its most devastating long-term effects; advancing the fight against Alzheimer’s disease; providing solutions to some of the most debilitating immune system disorders; and transforming the most difficult-to-treat cancers into manageable diseases.
With each step toward a healthier world, we’re motivated by one thing: making life better for millions more people. That includes delivering innovative clinical trials that reflect the diversity of our world and working to ensure our medicines are accessible and affordable. F-LLY
About Centessa Pharmaceuticals
Centessa Pharmaceuticals plc is a clinical-stage pharmaceutical company with a mission to discover, develop and ultimately deliver medicines that are transformational for patients. We are pioneering a new class of potential therapies within our orexin receptor 2 (OX2R) agonist program for the treatment of excessive daytime sleepiness, impaired attention, cognitive deficits and fatigue across neurological, neurodegenerative and neuropsychiatric disorders.
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