Centessa Pharmaceuticals (CNTA) Proxy filing summary

Executive summary

• Entered into a definitive agreement to be acquired by Eli Lilly for $38.00 per share in cash, plus up to $9.00 in contingent value rights, totaling up to $7.8 billion in equity value.

• Cash consideration represents a 40.5% premium to the 30-day volume-weighted average trading price as of March 30, 2026.

• Transaction highlights the value and potential of the orexin portfolio, especially the lead asset cleminorexton, and is expected to accelerate development in neuroscience indications.

• Transaction expected to close in Q3 2026, subject to shareholder, High Court, and regulatory approvals; until closing, both companies will operate independently.

• Forward-looking statements caution that closing is subject to various risks, including regulatory, shareholder, and court approvals, as well as potential competing offers.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the acquisition and related matters at a forthcoming meeting; voting should be based on the definitive proxy statement.

• Proxy statement and related documents will be filed with the SEC and made available to shareholders for review prior to voting.

Board of directors and corporate governance

• The board has approved the transaction and is recommending it to shareholders.

• Directors, executive officers, and certain employees may be considered participants in the proxy solicitation process.