Eli Lilly Buys AtaiBeckley for 3.8 Billion

Eli Lilly and Company has agreed to acquire AtaiBeckley Inc. in a transaction worth up to $3.8 billion, expanding its neuroscience portfolio into experimental treatments for serious mental health conditions. Ropes & Gray advised Eli Lilly on the deal.

The agreement, announced on July 16, 2026, values the Nasdaq-listed biotechnology company at approximately $2.8 billion, with Eli Lilly paying $6.75 in cash for each outstanding AtaiBeckley share.

Shareholders may receive a further $2.50 per share through a contingent value right linked to development and regulatory milestones, representing up to $1 billion in additional payments. These milestones concern AtaiBeckley’s BPL-003 and VLS-01 programmes.

BPL-003, an intranasal synthetic form of 5-MeO-DMT developed for treatment-resistant depression, has received Breakthrough Therapy Designation from the US Food and Drug Administration and has begun Phase 3 activities.

VLS-01, a buccal-film formulation of DMT, is undergoing a Phase 2b study. Payments under the contingent value right depend partly on FDA approval and rescheduling decisions by the US Drug Enforcement Administration.

The transaction is expected to close during the third quarter of 2026, subject to approval from AtaiBeckley shareholders, regulatory clearances, and other customary conditions. Apeiron Investment Group and AtaiBeckley’s directors and officers have entered voting and support agreements covering approximately 15% of the company’s outstanding shares.

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AtaiBeckley will also file a proxy statement with the US Securities and Exchange Commission. Ropes & Gray’s team was led by mergers and acquisitions partner Emily Oldshue and counsel Nicholas Roper.

This deal involves public-company procedures, clinical-stage assets, and consideration dependent on future regulatory events. Law firms advising on such deals must coordinate their corporate, regulatory, intellectual property, tax, and life sciences teams from the outset.

Goldman Sachs is Eli Lilly’s exclusive financial adviser. Latham & Watkins is advising AtaiBeckley, with Moelis & Company and Centerview Partners acting as financial advisers and Citi advising the AtaiBeckley board.

Ropes & Gray’s team included Megan Baca on intellectual property, Renata Ferrari and Christa Sanchez on executive compensation and benefits, and antitrust lawyers Michael McFalls, Ruchit Patel, and Zachary Goodwin. Pamela Glazier advised on tax, David Peloquin on healthcare matters, Gregory Levine on life sciences issues, and Brendan Hanifin and Kurt Fowler on anticorruption and international risk.

It is subject to various conditions.

They include approval from AtaiBeckley shareholders and regulatory clearances. The deal is a significant development in the pharmaceutical industry, with Eli Lilly expanding its portfolio through the acquisition of AtaiBeckley. The company’s neuroscience portfolio will be enhanced, with a focus on experimental treatments for serious mental health conditions, such as domestic violence cases that may involve mental health issues.