Eli Lilly acquires Centessa Pharmaceuticals in $7.8bn deal

June 2026 | DEALFRONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

June 2026 Issue

US pharmaceutical group Eli Lilly and Company has agreed to acquire UK-based biotech Centessa Pharmaceuticals in a transaction valued at up to $7.8bn, as the drugmaker seeks to diversify beyond its dominant metabolic portfolio and build a meaningful presence in sleep and neuroscience medicine.

Under the terms of the definitive agreement, Lilly will acquire all of the issued and to be issued share capital of Centessa for $38 in cash per share, together with one non-transferable contingent value right (CVR). The CVR entitles the holder to receive up to an additional $9 per share upon the achievement of specified regulatory milestones, taking total potential consideration to $47 per share.

Centessa is a clinical-stage company focused on developing a new class of medicines for the treatment of excessive daytime sleepiness and related neurological conditions. Its pipeline centres on orexin receptor 2 agonists, which are designed to activate a neurobiological system that plays a central role in regulating the sleep-wake cycle. Dysregulation of this system is believed to underpin disorders characterised by impaired wakefulness, including narcolepsy.

“Centessa is at the forefront of orexin science, and we have built a potential best in class portfolio of OX2R agonists with a level of depth and breadth that could help redefine what is possible in neuroscience,” said Mario Alberto Accardi, chief executive of Centessa and founder of the Orexin programme. “Driven by a bold vision, our team has advanced an innovative portfolio with the speed, rigour and conviction needed to lead a new era of orexin-based therapeutics. Now, we are thrilled to take our next step toward a potential combination with Eli Lilly.”

The acquisition represents Lilly’s most significant deal since its $8bn purchase of oncology specialist Loxo Oncology in 2019. The deal builds on recent financial strength driven by strong sales of obesity and diabetes treatments, which have given Lilly greater flexibility to pursue large strategic acquisitions.

“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.”

The portfolio is led by cleminorexton, formerly known as ORX750, which has demonstrated what the companies describe as a potential best in class profile in phase 2a clinical studies. These studies have examined the candidate across narcolepsy type 1, narcolepsy type 2 and idiopathic hypersomnia, conditions that currently rely heavily on symptomatic treatments rather than therapies addressing underlying biology.

“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 for the benefit of patients in need,” said Mr Accardi. “This milestone reflects not only the strength of our science, but also the transformative potential of our orexin portfolio for patients who urgently need new solutions.”

Morgan Stanley & Co. LLC is acting as exclusive financial adviser to Lilly, with Kirkland & Ellis LLP serving as its legal counsel. Centessa is being advised by Centerview Partners LLC and Jefferies LLC, with Goodwin Procter LLP acting as legal counsel.

The transaction is expected to close in the third quarter of the year, subject to approval by Centessa shareholders, sanction by the High Court of Justice of England and Wales, and the satisfaction of customary regulatory and closing conditions.

Mr Accardi concluded: “I am incredibly proud of what our team has achieved and deeply grateful to the investigators, study participants, employees and shareholders who have made our progress possible.”

Fraser Tennant