Centessa Pharmaceuticals (CNTA) Proxy filing summary

Executive summary

• A definitive agreement was reached for acquisition by Eli Lilly for up to $7.8 billion, with $38.00 per share in cash plus contingent value rights (CVRs) up to $9.00 per share based on regulatory milestones.

• The transaction was approved by the board and is expected to close in Q3 2026, pending shareholder, court, and regulatory approvals.

• The acquisition aims to leverage Eli Lilly’s global reach and infrastructure to advance the orexin portfolio for neuroscience indications.

• Both companies will operate independently until closing, with integration planning underway.

Voting matters and shareholder proposals

• Shareholders will vote on the acquisition and related matters at a meeting, with details to be provided in the definitive proxy statement.

• Approval by shareholders and sanction by the High Court of Justice of England and Wales are required for the transaction to proceed.

Board of directors and corporate governance

• The board approved the transaction and will maintain current governance and reporting structures until closing.

• Integration teams from both companies will develop plans for post-closing alignment.