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, with the transaction valued at $38.00 per share in cash plus a contingent value right (CVR) of up to $9.00 per share, subject to milestone achievements.

• The transaction is structured to require approval by shareholders at two meetings: the Scheme Meeting and the General Meeting, both scheduled for June 12, 2026, with the Scheme also requiring court sanction.

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

Voting matters and shareholder proposals

• Shareholders are asked to approve the Scheme of Arrangement at the Scheme Meeting and a special resolution at the General Meeting authorizing directors to implement the Scheme and amend the articles of association.

• Approval thresholds are high: at least 75% in value and a majority in number at the Scheme Meeting, and 75% of votes at the General Meeting.

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

Board of directors and corporate governance

• The board recommends voting in favor of the proposals, having determined the transaction is in the best interests of shareholders after consultation with legal and financial advisors.

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

• The board considered strategic alternatives and conducted a process involving other potential bidders before agreeing to the transaction.