Eli Lilly to acquire Ventyx Biosciences for $14.00 per share in cash

Eli Lilly and Company (LLY) and Ventyx Biosciences (VTYX), a San Diego-based clinical-stage biopharmaceutical company focused on developing innovative oral therapies for patients with inflammatory-mediated diseases, announced entry into a definitive agreement for Lilly to acquire Ventyx. Under the terms of the agreement, Lilly will acquire all of the outstanding shares of Ventyx for $14.00 per share of common stock in an all-cash transaction, equal to an aggregate equity value of approximately $1.2B. The transaction is not subject to any financing condition and is expected to close in the first half of 2026, subject to approval by Ventyx stockholders and satisfaction of other customary closing conditions, including regulatory approvals. The purchase price payable at closing represents a premium of approximately 62% to the 30-day volume-weighted average trading price of Ventyx’s common stock ended on January 5, 2026. The boards of directors of both companies have approved the transaction. To demonstrate their commitment to the transaction, entities affiliated with New Science Ventures and all directors and officers of Ventyx have signed voting and support agreements whereby they agree to vote to approve the transaction. The shares subject to the agreements represent a total of approximately 10% of Ventyx’s outstanding common stock.