礼来宣布收购 Centessa Pharmaceuticals

INDIANAPOLISandBOSTONandLONDON, March 31, 2026 /PRNewswire/ --Eli Lilly and Company(NYSE: LLY) andCentessa Pharmaceuticals plc(Nasdaq: CNTA), a clinical-stage company developing a new class of medicines for the treatment of excessive daytime sleepiness and other neurological conditions, today announced a definitive agreement for Lilly to acquire Centessa.

Centessa is advancing a pipeline of orexin receptor 2 (OX2R) agonists designed to address the neurobiological system critical to the sleep-wake cycle to treat excessive daytime sleepiness and disorders of impaired wakefulness. Its lead investigational candidate cleminorexton (formerly ORX750) has demonstrated a potential best-in-class profile in Phase 2a clinical studies across narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia. Centessa's OX2R agonist portfolio includes additional clinical and preclinical-stage assets with potential utility across a broader range of neurological, neurodegenerative, and neuropsychiatric conditions.

"Orexin receptor biology represents one of the most compelling mechanistic opportunities in neuroscience as a direct intervention on the master switch of the sleep-wake cycle. Centessa has assembled a portfolio with the breadth and depth to improve wakefulness across a broad array of indications," saidCarole Ho, executive vice president and president, Lilly Neuroscience. "Joining forces with Centessa colleagues means we can now pursue that potential at the speed and scale it deserves."

"Centessa is at the forefront of orexin science, and we've built a potential best-in-class portfolio of OX2R agonists with a level of depth and breadth that could help redefine what's possible in neuroscience," saidMario Alberto Accardi, PhD, Chief Executive Officer of Centessa and Founder of the Orexin Program. "Driven by a bold vision, our team has advanced an innovative portfolio with the speed, rigor and conviction needed to lead a new era of orexin-based therapeutics. Now, we are thrilled to take our next step toward a potential combination with Lilly who shares our vision. By combining Centessa's team and capabilities with Lilly's global complementary research, clinical, regulatory and commercial capabilities, we will seek to accelerate the advancement of our orexin portfolio across a broad range of neuroscience indications for the benefit of patients in need. I'm incredibly proud of what our team has achieved and deeply grateful to the investigators, study participants, employees and shareholders who have made our progress possible. This milestone reflects not only the strength of our science, but also the transformative potential of our orexin portfolio for patients who urgently need new solutions."

Under the terms of the transaction agreement, Lilly will acquire all of the issued and to be issued share capital of Centessa (including the American Depositary Shares (ADSs) representing ordinary shares) for$38.00in cash per share plus one non-transferrable contingent value right (CVR) that entitles the holder to receive up to an aggregate of$9.00subject to the achievement of three milestones described below, for total potential aggregate per share consideration of up to$47.00. CVR holders would become entitled to receive contingent payments as follows: (i)$2.00per CVR in cash, uponU.S.FDA approval of cleminorexton (formerly ORX750) or ORX142 for the treatment of narcolepsy type 2 prior to the fifth anniversary of transaction closing; (ii)$5.00per CVR in cash, uponU.S.FDA approval of cleminorexton (formerly ORX750) or ORX142 for the treatment of idiopathic hypersomnia prior to the fifth anniversary of transaction closing; and (iii)$2.00per CVR in cash, upon the firstU.S.FDA approval of cleminorexton (formerly ORX750) or ORX142 for the treatment of any indication prior toJanuary 1, 2030. There can be no assurance that any payments will be made with respect to the CVR.

The upfront cash consideration represents an aggregate equity value of approximately$6.3 billionand the CVR represents an additional potential aggregate equity value of approximately$1.5 billion.

The transaction, which will be effectuated by way of a scheme of arrangement under the laws ofEnglandandWales, is expected to close in the third quarter, subject to approval by Centessa shareholders, sanction by theHigh Court of Justice of EnglandandWalesand satisfaction of other customary closing conditions, including regulatory approvals.

The cash consideration payable at closing represents a premium of approximately 40.5% to the 30-day volume-weighted average trading price of Centessa's ADSs ended onMarch 30, 2026. The boards of directors of both companies have approved the transaction.

To demonstrate their commitment to the transaction, entities affiliated withMedicxi Ventures, entities affiliated withIndex Ventures, and affiliates of General Atlantic have signed voting and support agreements whereby they agree to vote to approve the transaction. The shares subject to the agreements represent a total of approximately 24.1% of Centessa's outstanding ordinary shares (represented by ADSs).

Lilly will determine the accounting treatment of this transaction in accordance with Generally Accepted Accounting Principles (GAAP) upon closing. This transaction will thereafter be reflected in Lilly's financial results and financial guidance.

Morgan Stanley & Co. LLCis acting as exclusive financial advisor andKirkland & Ellis LLPis acting as legal counsel to Lilly.Centerview Partners LLCandJefferies LLCare acting as financial advisors andGoodwin Procter LLPis acting as legal counsel to Centessa.