Centessa Pharmaceuticals (CNTA) Proxy filing summary

Executive summary

• A proposed acquisition of all issued and to be issued share capital is underway, with a transaction expected to close in the third quarter of 2026.

• The acquisition process involves a court-sanctioned scheme of arrangement under the UK Companies Act 2006.

• Forward-looking statements highlight potential risks, including regulatory approvals, competing offers, and integration challenges.

• No assurance is given that the acquisition will close as anticipated or that product candidates will be approved on expected timelines.

Voting matters and shareholder proposals

• Shareholders will be asked to vote on resolutions to approve the acquisition and related matters at a forthcoming meeting.

• Voting decisions should be based on the definitive proxy statement, which will include an explanatory statement on the scheme of arrangement.

Board of directors and corporate governance

• Directors, executive officers, and employees of both companies may participate in the solicitation of proxies for the acquisition.

• Information on directors and executive officers is available in recent annual reports and proxy statements filed with the SEC.