Lilly set to acquire Centessa Pharmaceuticals to further advance treatments for sleep wake disorders

Eli Lilly and Centessa Pharmaceuticals have recently announced a definitive agreement for Lilly to acquire Centessa.

Note that Centessa is advancing their pipeline of orexin receptor 2 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 has demonstrated a potential best-in-class profile in Phase 2a clinical studies across narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia.

“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,” said Carole 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,” said Mario 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.”

In addition, the upfront cash consideration represents an aggregate equity value of approximately $6.3 billion and the CVR represents an additional potential aggregate equity value of approximately $1.5 billion. This transaction, which will be effectuated by way of a scheme of arrangement under the laws of England and Wales, is expected to close in the third quarter, subject to approval by Centessa shareholders, sanction by the High Court of Justice of England and Wales and satisfaction of other customary closing conditions, including regulatory approvals.

 



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