Eli Lilly makes $7.8bn takeover play for Centessa

Centessa Pharma is heading for an acquisition by Eli Lilly, which has offered $6.3 billion for the company, with another $1.5 billion in future payments tied to FDA approvals of its lead drug for sleep disorders.

The prize for Lilly is orexin receptor 2 (OX2R) agonist cleminorexton (formerly ORX750), which has shown promise as a treatment for narcolepsy type 1 (NT1), narcolepsy type 2 (NT2), and idiopathic hypersomnia (IH) in mid-stage clinical testing.

In a statement, Lilly said that cleminorexton and follow-up drugs in Centessa's OX2R pipeline have "significant promise to meaningfully improve outcomes across a range of sleep-wake disorders."

The big pharma group is offering $38.00 in cash per share for UK- and US-based Centessa, with another $2 payable if cleminorexton or follow-up ORX142 gets approved in the US for NT2 – and $5 if either of the drugs gets cleared for IH – within five years of the acquisition closing. A third payment of $2 is on offer if cleminorexton or ORX142 get approved in any indication before 1st January 2030.

Shares in Centessa, which is listed on the Nasdaq, were up nearly 48% to $40.75 at the time of writing.

Lilly said it thinks cleminorexton has "best in class" potential for sleep disorders, although, the drug is playing catch-up in the OX2R category.

Takeda's oveporexton and Alkermes' alixorexton are further ahead in development, with the FDA starting a review of the former in NT1 last month, while Alkermes said in February it would start a phase 3 narcolepsy programme in the first quarter of this year. Eisai, meanwhile, started enrolling patients in a phase 2 trial of its E2086 candidate in NT1 and NT2 last week.

"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," said Carole Ho, president of Lilly Neuroscience.

"Centessa has assembled a portfolio with the breadth and depth to improve wakefulness across a broad array of indications," she added. "Joining forces with Centessa colleagues means we can now pursue that potential at the speed and scale it deserves."

The deal, which is subject to closing conditions in the UK, is expected to complete in the third quarter, said Lilly, which has been investing heavily in its pipeline of late, with the effort fuelled by burgeoning sales of diabetes and obesity therapies.

Centessa is its third M&A deal this year, coming after a $2.4 billion bid for cell therapy company Orna Therapeutics and an agreement to buy immunology specialist Ventyx Bio for $1.2 billion, and the group also signed an $8.8 billion strategic alliance with China's Innovent Biologics.