Eli Lilly and Company (LLY), a pharmaceutical company, and Centessa Pharmaceuticals plc (CNTA), a clinical-stage company developing medicines for the treatment of sleep-wake disorders, announced a definitive agreement under which Lilly will acquire Centessa in a cash-and-contingent value rights (CVR) deal.
The acquisition will enable Lilly to gain ownership of Centessa's orexin receptor 2 (OX2R) agonist pipeline, designed to improve outcomes across sleep-wake disorders.
Centessa partnered with Nxera Pharma Co., Ltd. (4565.T) to develop its OX2R pipeline, and Nxera is entitled to receive development and milestone payments, as well as royalties, for all of these OX2R agonists.
Under the terms of the acquisition transaction agreement, Lilly will acquire all of the issued and to be issued share capital of Centessa for $38.00 in cash per share, along with one non-transferable contingent value right (CVR), for a total potential per-share consideration of up to $47.00.
The upfront cash consideration amounts to approximately $6.3 billion, and the CVR represents an additional potential value of approximately $1.5 billion.
The transaction is expected to close in the third quarter of 2026, subject to the approval conditions.
The CVR entitles the holder to receive up to $9 in aggregate, subject to three milestones, based on the future FDA approval of Cleminorexton (formerly ORX750) or ORX142 for the treatment of Narcolepsy type 2 and Idiopathic Hypersomnia, and for any indication prior to January 1, 2030.
"Orexin receptor biology represents one of the most compelling mechanistic opportunities in neuroscience", said Carole Ho, executive vice president and president, Lilly Neuroscience.
Notably, Centessa's OX2R agonist series, including Cleminorexton, ORX142 and ORX489, was jointly discovered by Centessa and Nxera's scientists under a collaboration in which Centessa had access to Nxera's proprietary NxStaR technology.
"It will be exciting to see these novel candidates advance further under Lilly's guidance," said Christopher Cargill, President and CEO of Nxera Pharma.
Following the news, partner Nxera Pharma's shares surged above 15% and closed Wednesday's trade at 1015 Japanese yen, up 16.40% in the Tokyo market.
LLY has traded between $623.78 and $1,133.95 in the prior year. The stock closed Tuesday's trade at $919.77, up 3.74% on the NYSE.
CNTA has traded between $9.60 and $40.25 in the prior year. The stock closed Tuesday's trade at $39.72, up 44.02%.
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