Eli Lilly and Company announced it has entered into a definitive agreement to acquire Ventyx Biosciences, a San Diego-based clinical-stage biotech developing oral small-molecule therapies for inflammatory-mediated diseases. Lilly said the deal strengthens its capabilities in chronic inflammation, spanning cardiometabolic health, neurodegeneration, and autoimmune disease.
Under the terms, Lilly will acquire all outstanding Ventyx shares for $14.00 per share in cash, valuing the company at approximately $1.2 billion. The companies said the offer represents an approximately 62% premium to Ventyx’s 30-day volume-weighted average trading price ending January 5, 2026. The transaction is not subject to a financing condition and is expected to close in the first half of 2026, pending Ventyx shareholder approval, regulatory approvals, and other customary closing conditions.
Ventyx’s pipeline includes multiple clinical-stage small molecules targeting immune pathways, including a portfolio of NLRP3 inhibitors aimed at residual and chronic inflammation across a range of disease areas. Lilly highlighted the strategic rationale around the growing body of evidence linking inflammation to chronic disease progression and the need for improved oral treatment options.
Ventyx said entities affiliated with New Science Ventures, along with all directors and officers, have signed voting and support agreements to vote in favor of the deal, representing approximately 10% of outstanding shares.
Support: BofA Securities is advising Lilly, with Ropes & Gray as legal counsel. Jefferies is lead advisor to Ventyx, with Moelis as co-advisor, and Wilson Sonsini Goodrich & Rosati serving as legal counsel.
KEY QUOTES
“There is increasing evidence that inflammation is a key driver of many chronic diseases. Ventyx’s clinical-stage pipeline addresses a critical need for better treatment options across diseases mediated by chronic inflammation and further strengthens our ability to deliver meaningful advances for patients living with challenging diseases across focus areas of cardiometabolic health, neurodegeneration and autoimmunity.”
Daniel M. Skovronsky, M.D., Ph.D.Chief Scientific and Product Officer and President, Lilly Research Laboratories, Eli Lilly and Company
“Our portfolio of class-leading NLRP3 inhibitors modulate residual and chronic inflammation that is now recognized as a major risk factor in a host of neuroinflammatory, cardiometabolic and cardiovascular diseases. We believe that Lilly is an ideal strategic partner, with unparalleled resources, a passion for innovative oral drugs and a commitment to advance novel therapies that fill a vast unmet need for patients suffering from these debilitating diseases and disorders.”
Raju Mohan, Ph.D.Chief Executive Officer, Ventyx Biosciences
