Lilly Acquires Centessa to Enhance Sleep-Wake Disorder Treatments
Eli Lilly announced a definitive agreement to buy Centessa Pharmaceuticals on March 31, 2026. The deal brings Centessa’s orexin receptor 2 (OX2R) agonist program into Lilly’s neuroscience portfolio.
Deal terms and structure
Lilly will pay $38.00 in cash per Centessa share at closing. Each share will also carry one non-transferable contingent value right (CVR).
The CVR can pay up to $9.00 per share if specified milestones are reached. The combined consideration could total $47.00 per share.
CVR milestones
| $2.00 | FDA approval of cleminorexton or ORX142 for narcolepsy type 2 within five years |
| $5.00 | FDA approval of cleminorexton or ORX142 for idiopathic hypersomnia within five years |
| $2.00 | First FDA approval of cleminorexton or ORX142 for any indication before Jan 1, 2030 |
Financial scale and approvals
The upfront cash represents an equity value near $6.3 billion. The CVR adds about $1.5 billion of potential value.
The cash offer is a premium of about 40.5% to Centessa’s 30-day VWAP through March 30, 2026. The transaction will use a scheme of arrangement under English law.
Closing conditions and timing
Closing is expected in the third quarter of 2026. The deal requires Centessa shareholder approval and High Court sanction.
Other customary conditions must be satisfied, including regulatory approvals. There is no guarantee the transaction will close on schedule.
Centessa’s pipeline and clinical data
Centessa focuses on OX2R agonists that target the sleep-wake regulatory system. The lead candidate is cleminorexton, previously known as ORX750.
Cleminorexton showed promising Phase 2a results across narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia. Centessa also has additional clinical and preclinical OX2R assets, including ORX142.
Target indications
- Excessive daytime sleepiness.
- Narcolepsy type 1 and type 2.
- Idiopathic hypersomnia.
- Wider neurological and neuropsychiatric disorders are also being explored.
Strategic rationale and leadership views
Carole Ho, Lilly’s executive vice president and president of Lilly Neuroscience, said orexin biology offers a direct way to influence the sleep-wake cycle. She noted the acquisition expands Lilly’s capabilities in sleep medicine.
Centessa CEO Mario Alberto Accardi, PhD, described the company as a leader in orexin science. He said the partnership with Lilly aims to accelerate development for patients in need.
Observers framed the announcement under the search term Lilly Acquires Centessa to Enhance Sleep-Wake Disorder Treatments.
Shareholder support, advisors and governance
Boards of both companies approved the transaction. Major investors affiliated with Medicxi Ventures, Index Ventures, and General Atlantic agreed to support the deal.
Those agreements cover about 24.1% of Centessa’s outstanding ordinary shares. Lilly retained Morgan Stanley as financial advisor and Kirkland & Ellis as legal counsel.
Centessa engaged Centerview Partners and Jefferies as financial advisors. Goodwin Procter acted as Centessa’s legal counsel.
Regulatory filings, accounting and risks
Centessa will file a proxy statement on Schedule 14A with the SEC in connection with the transaction. Shareholders will be urged to review the proxy materials when available.
Lilly will determine accounting treatment under GAAP and reflect the transaction in its financial guidance. The companies identified multiple risks tied to approvals, shareholder votes, and integration.
Potential obstacles include competing offers, regulatory delays, and clinical or commercial setbacks. There is no assurance CVR payments will be made.
Filmogaz.com compiled this report from company disclosures released March 31, 2026.
