Lilly's $7.8bn Centessa acquisition cleared by English High Court
Eli Lilly is set to complete its $7.8 billion acquisition of Centessa Pharmaceuticals on 24 June 2026 after the High Court of Justice of England and Wales sanctioned the scheme of arrangement on 22 June, clearing the final formal hurdle before the deal closes.
The transaction values Centessa at $38.00 per share in cash plus one non-transferable contingent value right (CVR) worth up to $9.00 per share, subject to the achievement of three undisclosed clinical or regulatory milestones. Centessa's American Depositary Shares were expected to cease trading on Nasdaq on 23 June, with the listing formally halted before the market opened on 24 June when the Court Order is delivered to the Registrar of Companies.
The deal
The acquisition was first announced on 31 March 2026. Centessa's primary asset is a clinical-stage orexin receptor 2 (OX2R) agonist programme aimed at treating excessive daytime sleepiness, impaired attention, cognitive deficits and fatigue across a range of neurological, neurodegenerative and neuropsychiatric conditions. Lilly has not separately commented on its strategic rationale in this release, though the programme's scope across multiple neurological indications is a clear fit with Lilly's growing neuroscience portfolio.
The use of a scheme of arrangement under English law reflects Centessa's incorporation as a UK public limited company, despite its Nasdaq listing. The company confirmed in the release that the UK City Code on Takeovers and Mergers does not apply, so no dealing disclosures were required of shareholders under Rule 8 of that Code.
Market context
The OX2R agonist mechanism is an increasingly competitive space in sleep and wakefulness disorders. Idorsia's daridorexant and Takeda's suvorexant target the orexin pathway on the antagonist side; Centessa's agonist approach is positioned by the company as a distinct mechanism with potential applicability beyond sleep disorders into broader neurological disease. Several academic groups and smaller biotechs are also pursuing orexin-pathway modulation, making Lilly's move to secure Centessa a bet on the agonist arm before the clinical picture fully matures.
For Lilly, the deal extends a period of significant dealmaking. The company has deployed substantial capital in neuroscience alongside its well-publicised investments in GLP-1 and Alzheimer's disease programmes. The $9.00 CVR component indicates that a portion of Centessa's value remains contingent on pipeline execution, a structure that has become a common mechanism in large-cap pharma acquisitions where acquirers wish to limit upfront risk on unproven clinical data. Investors holding Centessa ADSs will receive the cash consideration at closing, with the CVR tradeable only subject to any terms set at the time of issuance. The precise milestones tied to the CVR have not been publicly disclosed.