Lilly Acquires Centessa to Enhance Sleep-Wake Disorder Treatments
Eli Lilly and Company has entered a definitive agreement to acquire Centessa Pharmaceuticals, a clinical-stage firm focused on innovative medicines for sleep-wake disorders. This acquisition aims to enhance Lilly’s neuroscience portfolio and expand its capabilities in sleep medicine.
Lilly’s Acquisition Details
The acquisition will involve Lilly purchasing all issued shares of Centessa at a rate of $38.00 in cash per share. In addition, shareholders may receive a contingent value right (CVR) worth up to an aggregate of $9.00, subject to milestones. This results in a potential total payment of up to $47.00 per share.
Contingent Value Rights (CVRs)
Under the terms of the CVR:
- Shareholders may receive $2.00 upon FDA approval of cleminorexton for narcolepsy type 2.
- Another $5.00 may be awarded upon FDA approval for idiopathic hypersomnia treatment.
- A final $2.00 could be paid for any FDA approval of cleminorexton before January 1, 2030.
Significance of OX2R Agonist Portfolio
Centessa’s lead candidate, cleminorexton, has shown promise in Phase 2a clinical trials for treating narcolepsy types 1 and 2, as well as idiopathic hypersomnia. The company’s orexin receptor 2 (OX2R) agonist pipeline is anticipated to address excessive daytime sleepiness and improve wakefulness, combining neurobiology with innovative treatment options.
Transaction Insights
The cash transaction values Centessa at approximately $6.3 billion, with the additional CVR estimated at $1.5 billion. This agreement, approved by both companies’ boards, is expected to conclude by the third quarter of 2026, pending shareholder and regulatory approvals.
Strategic Importance
The merger is designed to leverage Centessa’s advancements in sleep medicine and enhance Lilly’s capabilities in neuroscience. Carole Ho, Executive Vice President of Lilly Neuroscience, highlighted the urgent need for therapies targeting sleep disorders, emphasizing the transformative potential of this collaboration.
Next Steps for Completion
To finalize the acquisition, both companies must navigate several requirements:
- Approval from Centessa shareholders.
- Sanction by the High Court of Justice of England and Wales.
- Completion of routine regulatory processes.
This acquisition not only strengthens Lilly’s portfolio but also represents a significant step forward for patients suffering from sleep-wake disorders, as it aims to bring more innovative treatments to market swiftly.
