Centessa Pharmaceuticals (CNTA) Proxy filing summary

Executive summary

• A definitive agreement was reached for the acquisition of all issued and to be issued share capital by a wholly owned subsidiary of a major pharmaceutical company via a court-sanctioned scheme of arrangement under UK law.

• Shareholders will receive $38.00 per share in cash plus a non-transferable contingent value right (CVR) of up to $9.00 per share, contingent on regulatory milestones.

• The transaction is subject to approval by shareholders at two meetings, court sanction, and regulatory clearances, with completion targeted for Q3 2026.

• Upon completion, the company will become a wholly owned subsidiary, its ADSs will be delisted from Nasdaq, and it will deregister with the SEC.

Voting matters and shareholder proposals

• Shareholders are to vote on the Scheme of Arrangement and a special resolution to authorize the board to implement the scheme and amend the articles of association.

• Approval requires at least 75% of votes cast at each meeting; both resolutions must pass for the transaction to proceed.

• Voting can be done in person, by proxy, or via electronic platforms, with specific procedures for ADS holders.

• Supporting shareholders holding about 20% of shares have entered into voting agreements to support the transaction.

Board of directors and corporate governance

• The board, after consultation with management and advisors, unanimously (excluding one recused director) recommends voting in favor of the proposals.

• One director recused herself due to a relationship with the acquirer.

• The board considered fairness opinions, strategic alternatives, and the interests of all shareholders.