Centessa Pharmaceuticals (CNTA) Proxy filing summary

Executive summary

• Entered into a definitive agreement to be acquired by Eli Lilly, with anticipated closing in Q3 2026, pending shareholder, court, and regulatory approvals.

• No immediate changes to operations or key contacts expected prior to closing; both companies to operate separately until then.

• Acquisition aims to accelerate development of the orexin receptor 2 agonist portfolio, targeting narcolepsy and idiopathic hypersomnia.

• Forward-looking statements highlight expectations for closing, integration, and product development, subject to various risks and uncertainties.

Voting matters and shareholder proposals

• Shareholders will vote on resolutions to approve 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

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

• Information on directors and executive officers is available in recent SEC filings, with further details to be included in the proxy statement.