The High Court of Justice of England and Wales has sanctioned the scheme of arrangement implementing Eli Lilly's acquisition of Centessa Pharmaceuticals plc (Nasdaq: CNTA), clearing the final material procedural hurdle for a transaction valued at up to USD 7.8 billion. The deal will now officially close on June 24, 2026. Lilly is gaining full ownership of Centessa's orexin receptor 2 (OX2R) agonist pipeline to enter the sleep-wake disorder market.
Under the terms announced at signing on March 31, 2026, Lilly will pay USD 38.00 per Centessa share or American Depositary Share in cash, representing guaranteed aggregate consideration of approximately USD 6.3 billion. Each Centessa shareholder also receives one non-transferable contingent value right (CVR) entitling the holder to receive up to USD 9.00 per share across three milestone tranches: USD 2.00 upon US FDA approval of cleminorexton (formerly ORX750) or ORX142 for narcolepsy type 2 prior to the fifth anniversary of closing; USD 5.00 upon US FDA approval of either asset for idiopathic hypersomnia on the same timeline; and USD 2.00 upon the first US FDA approval of either asset for any indication before January 1, 2030. The upfront cash consideration represented a 40.5% premium to Centessa's 30-day volume-weighted average share price at announcement. Trading in Centessa ADSs on Nasdaq was expected to be halted before the open on June 24, 2026.
The acquisition centers on Centessa's three-asset OX2R agonist platform, co-discovered with Japan-based Nxera Pharma using its NxWave GPCR structure-based drug design platform; Nxera retains milestone and royalty entitlements that are unaffected by the transaction. The lead asset, cleminorexton, is an oral small molecule OX2R agonist that selectively activates the wakefulness-promoting receptor without engaging OX1R, which carries cardiovascular and anxiogenic on-target risks associated with non-selective orexin compounds. Phase IIa data from 55 patients across narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia cohorts, with a September 2025 cut-off, demonstrated wakefulness restoration at doses of 1.0 to 4.0 mg with no on-target adverse events. No selective OX2R agonist has yet received regulatory approval for narcolepsy type 2 or idiopathic hypersomnia. Two additional pipeline assets extend the platform: ORX142, in Phase I targeting neurological and neurodegenerative indications, and ORX489, described as Centessa's most potent OX2R agonist and currently in Phase I for neuropsychiatric disorders.