LILLY AGREES UP TO $2.4BN ACQUISITION OF ORNA THERAPEUTICS Deal Overview Eli Lilly and Company has entered into a definitive agreement to acquire Orna Therapeutics, a privately held biotech focused on in vivo cell engineering and circular RNA–based therapeutics. Under the terms of the agreement, Orna shareholders could receive up to $2.4 billion in cash, comprising an upfront payment and additional milestone-based payments tied to clinical development progress. Financial terms beyond the milestone structure were not disclosed. The acquisition strengthens Lilly’s position in nextgeneration genetic medicine and cell therapy, adding a differentiated in vivo CAR-T platform designed to overcome the cost, complexity and scalability challenges associated with traditional ex vivo cell therapies. Strategic Rationale Orna is developing a novel class of therapeutics based on engineered circular RNA combined with proprietary lipid nanoparticle (LNP) delivery systems. Unlike conventional mRNA approaches, Orna’s platform is designed to enable the patient’s own body to generate therapeutic cell responses in vivo. The company’s lead program, ORN-252, is a CD19targeting in vivo CAR-T therapy aimed at treating B-celldriven autoimmune diseases. Early experimental data suggest the platform may enable more durable protein expression, potentially expanding the range of diseases addressable by RNA-based and cell therapies. For Lilly, the transaction aligns with a broader strategy of investing in early-stage platforms with long-term innovation potential across immunology, autoimmune disease and genetic medicine. Transaction Structure The acquisition is structured as a full buyout of Orna Therapeutics, with consideration delivered entirely in cash and subject to future clinical development milestones. The structure allows Lilly to assume full control of Orna’s technology, pipeline and in vivo cell engineering capabilities while aligning part of the purchase price with longer-term value creation. Lilly will determine the accounting treatment of the transaction in accordance with GAAP following closing, after which the acquisition will be reflected in the company’s reported financial results and guidance. Governance and Execution As a private company acquisition, the transaction does not require shareholder approval from Lilly. The Legal Adviser (Buyer) Acting as legal counsel to Eli Lilly and Company Financial Adviser (Target): Acting as financial adviser to Orna Therapeutics. Legal Adviser (Target): Acting as legal counsel to Orna Therapeutics. ADVISORS TO THE TRANSACTION Sector: Biopharma / Genetic Medicine Transaction Type: Strategic Acquisition (private company) Deal Value: Up to $2.4 Billion (Upfront plus clinical milestones) Deal Status: Definitive Agreement Signed Expected Completion: February 2026 agreement reflects Lilly’s continued use of milestonebased consideration structures in early-stage biotech M&A, balancing near-term capital deployment with development risk inherent in pre-commercial platforms. Following completion, Orna’s technology and research capabilities are expected to be integrated into Lilly’s immunology research and early clinical development organisation. Transaction Context The acquisition reflects sustained large-cap pharmaceutical interest in platform-level innovation within genetic medicine, particularly approaches that could simplify manufacturing, reduce cost and expand patient access compared to traditional cell therapies. For Lilly, the deal complements ongoing investments across immunology, autoimmune disease and advanced therapeutic modalities, while positioning the company to participate in the next wave of in vivo cell therapy development. Finance Monthly. Beyond the Deal Beyond the Deal 40 41 Finance Monthly.
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