Lilly's $7.8B Centessa Acquisition Clears UK Court Approval
A London court greenlit Eli Lilly's takeover of Centessa Pharmaceuticals, clearing a major regulatory hurdle for the $7.8 billion deal.
Eli Lilly's planned acquisition of Centessa Pharmaceuticals has cleared one of its final legal hurdles after the High Court of Justice of England and Wales formally approved the transaction on June 22, 2026. The ruling paves the way for Lilly to absorb the clinical-stage neurological drug developer through a wholly owned subsidiary, capping a process that began when the two companies signed a definitive agreement on March 31, 2026.
Under the terms of the deal, Centessa shareholders will receive $38.00 in cash per share, along with one non-transferable contingent value right, or CVR. That CVR entitles holders to as much as $9.00 per share in additional payments, contingent on the achievement of three separate development milestones. The blended deal values Centessa at roughly $7.8 billion in total — a figure that reflects both the upfront certainty of the cash component and the speculative upside embedded in the CVR structure.
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The CVR mechanism is a notable feature of this transaction. Rather than pricing in the full potential of Centessa's pipeline upfront, Lilly has structured the deal so that a portion of the acquisition cost is tied directly to clinical or regulatory outcomes. This approach distributes risk between buyer and seller while giving Centessa investors a stake in the program's future success — a structure increasingly common in biopharma M&A where asset value hinges on unproven science.
Centessa, listed on Nasdaq under the ticker CNTA, has been developing what it describes as a new class of medicines targeting excessive daytime sleepiness and other neurological disorders. For Lilly, which has been aggressively expanding its neuroscience and specialty therapeutic footprint, the deal represents a significant commitment to that space. Court approval in England and Wales was a required procedural step given Centessa's incorporation as a public limited company under English law.
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