Ropes & Gray Advised Eli Lilly in Acquisition of AtaiBeckley to Advance Therapies for Treatment-Resistant Depression and Other Mental Health Conditions Valued Up to $3.8 Billion

Ropes & Gray represented Eli Lilly and Company in an agreement to acquire AtaiBeckley Inc. (NASDAQ: ATAI), a clinical-stage biopharmaceutical company developing innovative therapeutics for mental health conditions. The transaction that expands Lilly's neuroscience pipeline was announced on July 16 and represents an aggregate equity value of approximately $3.8 billion in upfront cash and Contingent Value Rights.

AtaiBeckley is developing a pipeline of rapid-acting neuroplastogens including multiple clinical-stage programs and a discovery pipeline of next-generation compounds. The lead asset, BPL-003 (mebufotenin benzoate), is a synthetic form of 5-MeO-DMT administered intranasally for treatment-resistant depression, which affects millions of people in the United States. Emerging research indicates that treatment-resistant depression and other serious mental health conditions may involve a loss of synaptic plasticity, the brain's ability to form and strengthen connections in regions critical to mood regulation. AtaiBeckley's therapies are designed to restore synaptic connectivity and aim to promote the growth of new neural connections, offering a distinct mechanism from conventional antidepressants that primarily target neurotransmitter levels.

The Ropes & Gray team advising on the acquisition was led by mergers & acquisitions partner Emily Oldshue and counsel Nicholas Roper and included IP transactions partner Megan Baca, executive compensation & benefits partner Renata Ferrari and counsel Christa Sanchez, antitrust partners Mike McFalls, Ruchit Patel and Zak Goodwin, tax partner Pam Glazier, health care partner David Peloquin, life sciences partner Greg Levine, anticorruption and international risk partner Brendan Hanifin and counsel Kurt Fowler, and real estate partners David Kaye and Peter Alpert.