MARCH 31, 2026 AT 10:46 AM
Lilly (LLY) to acquire Centessa Pharmaceuticals (CNTA) to advance treatments for sleep-wake disorders; Will pay USD 38/shr in cash plus potential USD 9.00/shr in future milestones; total potential consideration up to USD 47/shr
Importance
Level 1
The upfront cash consideration represents an aggregate equity value of approximately USD 6.3bln and the CVR represents an additional potential aggregate equity value of approximately USD 1.5bln.
Terms
- 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 $38.00 in cash per share plus one non-transferrable contingent value right (CVR) that entitles the holder to receive up to an aggregate of $9.00 subject 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) $2.00 per CVR in cash, upon U.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) $5.00 per CVR in cash, upon U.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) $2.00 per CVR in cash, upon the first U.S. FDA approval of cleminorexton (formerly ORX750) or ORX142 for the treatment of any indication prior to January 1, 2030.
- There can be no assurance that any payments will be made with respect to the CVR.