Eli Lilly to Acquire Centessa for $7.8bn Including $1.5bn CVR
Eli Lilly will acquire Centessa Pharmaceuticals at $38 per share, representing a 37% premium and a total deal value of up to $7.8bn including potential $1.5bn in contingent value rights tied to cleminorexton milestones. The acquisition adds a Phase II orexin receptor agonist targeting narcolepsy types 1 and 2 as well as idiopathic hypersomnia to Lilly’s neuroscience portfolio.
1. Acquisition Terms
Lilly agreed to purchase all outstanding Centessa shares for $38 each, a 37% premium over the March 30 closing price, valuing the deal at $7.3bn upfront and up to $7.8bn including contingent value rights. Shareholders may receive an additional $9 per share if specified development and regulatory milestones for cleminorexton are met within set timeframes.
2. Cleminorexton Milestone Structure
The $1.5bn CVR hinges on three key milestones: FDA approval for narcolepsy type 2 or idiopathic hypersomnia within five years of closing and approval in any additional indication before 2030. Cleminorexton has shown positive Phase II results in narcolepsy types 1 and 2 and idiopathic hypersomnia, highlighting its potential across multiple wakefulness disorders.
3. Strategic Neuroscience Expansion
Centessa’s portfolio of orexin receptor 2 agonists complements Lilly’s existing neuroscience pipeline by targeting the sleep–wake regulatory system, a market projected to exceed 760,000 diagnosed narcolepsy cases by 2029 in major markets. The deal positions Lilly to challenge top-selling narcolepsy treatments and capture a larger share of the growing sleep disorder therapeutics market.