Ropes & Gray has advised Eli Lilly and Company on its agreement to acquire AtaiBeckley Inc. in a transaction worth up to $3.8 billion, expanding the pharmaceutical group’s neuroscience portfolio into experimental treatments for serious mental health conditions.
Lilly announced the agreement on 16 July 2026 and will pay $6.75 in cash for each outstanding AtaiBeckley share, valuing the Nasdaq-listed biotechnology company at approximately $2.8 billion.
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.
Those 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. 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. The wider group 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. David Kaye and Peter Alpert handled real estate matters.
Goldman Sachs is 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. The mandate shows the breadth of specialist advice required when a pharmaceutical acquisition combines public-company procedures, clinical-stage assets and consideration dependent on future regulatory events.
Solicitors and in-house counsel advising on comparable deals should define precisely what triggers payment under contingent value rights and how development and regulatory risk is divided. Such mandates also require law firms to coordinate their corporate, regulatory, intellectual property, tax and life sciences teams from the outset.