Eli Lilly to buy Orna Therapeutics for up to $2.4 billion
Mergers & Acquisitions

Eli Lilly to buy Orna Therapeutics for up to $2.4 billion

Pharmaceutical giant advances genetic medicine portfolio with circular RNA and in vivo CAR-T technology

Eli Lilly shares surged 3.7% on Monday after the pharmaceutical giant announced it would acquire Orna Therapeutics for up to $2.4 billion in cash, marking a significant expansion into the rapidly evolving field of genetic medicine.

The deal, announced in a joint statement, comprises an upfront payment combined with additional milestone-based payments contingent on clinical development achievements. The transaction is expected to close following customary regulatory approvals.

Orna Therapeutics specializes in engineered circular RNA (oRNA) technology paired with novel lipid nanoparticles, a platform designed to enable patients' bodies to generate their own cell therapies internally. The company's lead program, ORN-252, is a clinical trial-ready therapy targeting CD19-positive B cells for the treatment of autoimmune diseases.

"Early autologous CAR-T studies have shown the promise of cell therapy for patients with autoimmune diseases, but the complexity, cost, and logistics of ex vivo approaches make it challenging to deliver these breakthroughs to the broader population of patients who need them," said Francisco Ramírez-Valle, Senior Vice President and Head of Immunology Research and Early Clinical Development at Lilly. "We look forward to working with Orna colleagues to potentially unlock an entirely new class of genetic medicines and cell therapies."

The acquisition represents Lilly's latest move to diversify beyond its dominant position in diabetes and obesity treatments. The company has seen remarkable growth in recent quarters, with revenue increasing 42.6% year-over-year and earnings per share climbing 51.4% in the most recent period. Lilly's market capitalization stands at approximately $949 billion, reflecting investor confidence in its product pipeline and execution capabilities.

Orna's technology addresses several critical limitations of traditional CAR-T cell therapies, which currently cost upwards of $350,000 per dose and require complex manufacturing processes. By using circular RNA delivered through lipid nanoparticles, Orna's approach aims to enable in vivo CAR-T therapies that could be administered more simply and at lower cost, potentially making these treatments accessible to a broader patient population.

"At Orna, we believe our circular RNA technology paired with our best-in-class LNP delivery platform have the potential to unlock in vivo CAR-T therapies for patients across a wide range of B cell-driven autoimmune diseases," said Joe Bolen, Chief Executive Officer of Orna Therapeutics. "We are excited to join forces with Lilly, an industry leader in the development of patient-centric therapeutics."

The global CAR-T cell therapy market is projected to reach approximately $7 billion in 2026 and potentially expand to $22 billion by 2033, according to industry research. This growth is driven by increasing prevalence of hematological malignancies and rising demand for personalized medicine approaches.

Lilly's acquisition places it alongside other major pharmaceutical companies investing heavily in the next generation of cell therapies. Gilead Sciences, Bristol Myers Squibb, Novartis, and Johnson & Johnson have all established significant positions in the CAR-T space through both internal development and acquisitions. The move into in vivo CAR-T represents an evolution beyond current ex vivo approaches, which require extracting patient cells, engineering them externally, and reinfusing them.

Analysts have responded positively to Lilly's strategic expansion. Cantor Fitzgerald maintained an "Overweight" rating on the stock in early February, raising its price target to $1,205, citing strong portfolio momentum and a favorable biopharma environment. Bernstein and JPMorgan have also reiterated "Outperform" ratings with elevated price targets following strong fourth-quarter earnings and guidance.

The circular RNA therapeutic field has attracted significant investment in recent years due to the technology's potential for more durable protein expression compared to linear RNA. Other companies developing circular RNA platforms include Laronde Therapeutics, Circ Bio, and Shape Therapeutics, though Lilly's acquisition of Orna positions it as the first major pharmaceutical company to secure a comprehensive platform in this space.

Lilly's financial strength provides ample capacity for strategic acquisitions. The company generated $65.2 billion in revenue over the trailing twelve months with a profit margin of 31.7%. Its strong balance sheet and cash flow generation have enabled consistent investment in research and development, which remains central to its growth strategy.

The transaction is being advised by Lazard as financial advisor to Orna Therapeutics, with Goodwin Procter serving as legal counsel. Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal counsel to Lilly.