Eli Lilly and Company (NYSE: LLY) completed its acquisition of AtaiBeckley Inc. (NASDAQ: ATAI) on Friday, September 11, 2026, making the biotechnology company a wholly controlled subsidiary of Lilly.

Under the transaction terms, AtaiBeckley shareholders received $6.75 in cash for each share, along with one contingent value right (CVR) per share. The immediate equity value of the deal was approximately $2.8 billion. Additional CVR payments could total as much as $2.50 per share, potentially bringing the transaction’s total value to $3.8 billion.

The contingent payments are tied to clinical-development and regulatory milestones reached within specified periods. Shareholders may receive up to $1.00 per share if VLS-01 enters Phase 3 trials within four years; up to $0.50 per share following U.S. regulatory approval and Drug Enforcement Administration (DEA) rescheduling of BPL-003 within five years; and up to $1.00 per share following U.S. approval and DEA rescheduling of VLS-01 within seven years.

The milestone-based structure makes the additional consideration dependent on future development and regulatory events rather than payable at closing. Progress toward Phase 3 development for VLS-01, as well as approval and DEA rescheduling milestones for BPL-003 and VLS-01, will determine whether any of the contingent payments become due within the specified periods.

The CVRs are nontransferable and cannot be traded on public exchanges. They do not represent an ownership interest in AtaiBeckley or provide shareholder voting rights.

AtaiBeckley shares closed at $7.35 when the acquisition was completed, modestly above the $6.75 cash consideration. The share price had risen approximately 80% during the six months leading up to the transaction’s closing. The difference between the closing price and the cash payment reflected the potential value attributed to future CVR payments.

AtaiBeckley’s Role in Lilly’s Neuroscience Strategy

AtaiBeckley develops rapid-acting neuroplastogen therapies for mental health disorders. Its primary pipeline asset, BPL-003, is being developed for treatment-resistant depression.

Carole Ho, who leads Lilly’s neuroscience initiatives, said the acquisition supports the company’s efforts to move beyond chronic dosing regimens and develop faster-acting treatment options for patients who do not respond adequately to existing therapies.

Analysts Offered Mixed Views

Analysts expressed differing views after the acquisition was initially announced. Deutsche Bank, H.C. Wainwright and Jefferies each reduced their ratings on AtaiBeckley shares.

Deutsche Bank downgraded the stock to Hold from Buy and lowered its price target to $8.00 from $12.00. H.C. Wainwright changed its rating to Neutral from Buy and cut its price target to $7.50 from $25. Jefferies also moved to Hold and reduced its target to $7.50 from $10.00.

Oppenheimer took a more positive view, maintaining an Outperform rating and a $16.00 price target.

AtaiBeckley shareholders approved the transaction at a special meeting held before the closing. The company’s entire board of directors and executive leadership resigned when the deal was completed. Officers and directors from Merger Sub, a Lilly subsidiary established for the transaction, assumed the company’s leadership positions.

AtaiBeckley also amended its certificate of incorporation and bylaws in accordance with the merger agreement. All outstanding equity compensation programs were terminated at closing.

Following completion of the merger, AtaiBeckley notified Nasdaq and requested a suspension of trading. The company asked Nasdaq to file Form 25 with the U.S. Securities and Exchange Commission (SEC) to begin the formal delisting process. It also plans to file Form 15 to end its SEC reporting obligations.

Lilly shares fell 0.33% during the trading session, closing at $1,119.26.