礼来拟以现金加或有价值权收购 AtaiBeckley，ATAI 盘中已大幅跳涨

Eli Lilly and Company (LLY) has announced a definitive agreement to acquire AtaiBeckley Inc. (ATAI), a clinical-stage biopharmaceutical company developing innovative therapeutics for mental health conditions.
The acquisition expands Lilly's neuroscience pipeline, with a focus on treatment-resistant depression and other serious psychiatric disorders.
AtaiBeckley's lead program, BPL-003 (mebufotenin benzoate), is a synthetic form of 5-MeO-DMT administered intranasally. In a Phase 2b study, BPL-003 showed rapid and durable reductions in depressive symptoms, with benefits lasting for months after a single in-clinic session. The therapy has been granted Breakthrough Therapy Designation by the U.S. FDA and has already initiated Phase 3 activities.
The company's pipeline includes VLS-01, a buccal film formulation of DMT (dimethylptamine) currently in Phase 2b testing, alongside a broader discovery portfolio of next-generation neuroplastogens. These therapies are designed to restore synaptic connectivity and promote the growth of new neural connections, offering a distinct mechanism compared with conventional antidepressants that primarily target neurotransmitter levels.
Under the terms of the agreement, Lilly will acquire all outstanding shares of AtaiBeckley for $6.75 per share in cash upon closing, plus up to $2.50 per share in the form of a Contingent Value Right (CVR). The CVR entitles holders to additional cash payments upon achievement of specified milestones: $1.00 per share upon initiation of a Phase 3 trial of VLS-01 before the fourth anniversary of closing; $0.50 per share upon U.S. regulatory approval and DEA rescheduling of BPL-003 prior to the fifth anniversary; and $1.00 per share upon U.S. regulatory approval and DEA rescheduling of VLS-01 prior to the seventh anniversary. The upfront cash consideration represents an aggregate equity value of approximately $2.8 billion, while the CVR represents an additional potential aggregate equity value of about $1.0 billion. The transaction is not subject to financing conditions and is expected to close in the third quarter, subject to shareholder and regulatory approvals.
The purchase price reflects a premium of roughly 40% to AtaiBeckley's 30-day volume-weighted average trading price ending July 15, 2026.
The boards of both the companies have approved the transaction, with Apeiron Investment Group and AtaiBeckley directors and officers—representing about 15% of shares—signing voting agreements in support. Lilly will determine the accounting treatment under GAAP upon closing.
Goldman Sachs and Ropes & Gray are advising Lilly, while Moelis & Company, Centerview Partners, and Latham & Watkins are advising AtaiBeckley. Citi also provided input to AtaiBeckley's Board.
Carole Ho, executive vice president and president, of Lilly Neuroscience, said: "Treatment-resistant depression persists even after multiple treatments have failed. Millions of people are still searching for relief and desperately need a therapy that works. Advancing AtaiBeckley's investigational therapies gives us a real chance to change that."
Srinivas Rao, co-founder and chief executive officer of AtaiBeckley, added: "Across our portfolio, we're seeking to demonstrate that psychiatric illness is treatable at its biological root, not just its symptoms. Lilly's expertise and reach are expected to accelerate that work for people whose conditions have not responded to existing treatments."
The acquisition underscores Lilly's commitment to advancing therapies for complex mental health conditions and positions AtaiBeckley's pipeline for accelerated development and potential commercialization.
LLY has traded between $623.78 and $1,249.45 over the past year. The stock closed Wednesday's trading at $1,156.63, up 0.35%. In pre-market trading, the stock is at $1,165.04, up 0.74%.
ATAI has traded between $2.67 and $6.75 over the past year. The stock closed Wednesday's trading at $5.36, down 5.47%. In pre-market trading the stock is at $7.10, up 32.49%.
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