Eli Lilly acquires Ventyx Biosciences in $1.2bn deal

March 2026 | DEALFRONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

March 2026 Issue

Eli Lilly and Company has agreed to acquire Ventyx Biosciences in a transaction valued at approximately $1.2bn dollars, marking an expansion of its portfolio in immunology, diabetes and weight management. The deal, announced on 7 January 2026, strengthens Lilly’s position in the market for oral therapies targeting chronic inflammation, an area recognised as central to numerous cardiometabolic, neurodegenerative and autoimmune diseases.

Under the terms of the agreement, Lilly will purchase all outstanding Ventyx shares for $14 per common share in an all-cash transaction. This price represents a premium of roughly 62 percent to Ventyx’s 30-day volume-weighted average trading price ending on 5 January 2026.

Lilly, headquartered in Indianapolis and employing more than 42,900 people worldwide, sells its products in around 125 countries. Known for treatments in diabetes, obesity, oncology and neurodegeneration, the company has expanded its research focus across biotechnology, chemistry and genetic medicine. After a year in which its market value surpassed $1 trillion, driven by demand for GLP-1 therapies such as Mounjaro and Zepbound, Lilly has continued to enhance its research pipeline through acquisitions.

The Ventyx deal is the company’s first major transaction of 2026 and reflects its decision to strengthen its immunology capabilities amid growing competition in this sector.

Daniel M. Skovronsky, chief scientific and product officer and president of Lilly Research Laboratories, stated: “There is increasing evidence that inflammation is a key driver of many chronic diseases. Ventyx’s clinical stage pipeline addresses a critical need for better treatment options across diseases mediated by chronic inflammation and further strengthens our ability to deliver meaningful advances for patients living with challenging diseases across focus areas of cardiometabolic health, neurodegeneration and autoimmunity.”

His remarks reflect the scientific rationale for the acquisition: the integration of Ventyx’s oral small molecule drug programmes, particularly those targeting the NLRP3 inflammasome, a key regulator of inflammatory pathways.

Ventyx, a San Diego-based clinical stage biopharmaceutical company, develops oral therapies for patients with inflammation mediated diseases. Its expertise in medicinal chemistry, structural biology and immunology has enabled the development of differentiated small molecule therapeutics for conditions with high unmet medical need.

Its lead candidates include central nervous system penetrant and peripherally acting NLRP3 inhibitors, which have shown promising results in mid-stage studies for cardiovascular and neuroinflammatory disease. Ventyx’s approach aims to modulate residual inflammation, increasingly recognised as a significant risk factor in diseases ranging from Parkinson’s to cardiometabolic disorders.

“Our portfolio of class leading NLRP3 inhibitors modulate residual and chronic inflammation that is now recognised as a major risk factor in a host of neuroinflammatory, cardiometabolic and cardiovascular diseases,” stated Raju Mohan, chief executive of Ventyx.

The transaction requires approval from Ventyx stockholders and regulatory authorities. It is not subject to any financing condition, and Lilly intends to fund the acquisition using available cash or new borrowings.

A special meeting of Ventyx stockholders is scheduled for 3 March 2026, and a majority vote of outstanding common shares is required for the agreement to proceed. If approved, Ventyx will merge with a Lilly subsidiary and cease public trading.

The boards of both companies have given their approval, and closing is expected in the first half of 2026.

Financial advisory support for Lilly is provided by BofA Securities, Inc., with Ropes and Gray serving as legal counsel. Jefferies LLC is acting as lead financial adviser to Ventyx, with Moelis and Company LLC as co-adviser and Wilson Sonsini Goodrich and Rosati serving as legal counsel.

The acquisition aligns with industry interest in precision immunology and next generation oral therapeutics. As pharmaceutical companies compete to secure promising mid-stage assets, the integration of Ventyx’s research programmes is expected to enhance Lilly’s ability to deliver innovative treatments for chronic inflammatory diseases.

Fraser Tennant