Eli Lilly and Company (NYSE:LLY) announced a definitive agreement on Tuesday to acquire Centessa Pharmaceuticals, marking a significant strategic entry into the sleep medicine market.
Under the terms of the deal, Lilly will pay $38 in cash per share at closing, plus one Contingent Value Right (CVR) worth up to an additional $9 per share upon the achievement of specific regulatory milestones.
The upfront cash consideration implies an aggregate equity value of approximately $6.3 billion.
If the regulatory milestones tied to the CVR are fully realized, the total transaction value could reach approximately $7.8 billion.
The acquisition has been approved by the boards of directors of both companies and is expected to close in the third quarter of 2026.
The transaction centers on Centessa’s advanced neuroscience portfolio, specifically its highly selective orexin receptor 2 (OX2R) agonist program.
The lead candidate, cleminorexton, is currently in Phase 2a clinical trials for the treatment of narcolepsy and idiopathic hypersomnia.
By acquiring this portfolio, Lilly aims to address the significant unmet needs of patients suffering from chronic sleep-wake disorders through a novel mechanism of action that targets the underlying biology of wakefulness.