8-K - Centessa Pharmaceuticals plc | StockGist

AI Analysis

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Centessa Pharmaceuticals plc entered into a definitive agreement to be acquired by Eli Lilly and Company for $38.00 per share in cash plus a contingent value right worth up to $9.00 per share, subject to shareholder and regulatory approvals.

Key Takeaways

1Eli Lilly will acquire Centessa for $38.00 per share in cash plus a CVR worth up to $9.00 per share, for a total potential value of $47.00 per share.

2The acquisition is structured as a court-sanctioned scheme of arrangement under UK law, requiring approval by 75% of voting shareholders and sanction by the High Court of Justice of England and Wales.

3The CVR provides for up to $9.00 in additional payments per share contingent on achieving three FDA approval milestones for ORX750 or ORX142 by specified deadlines.

4Shareholders representing approximately 20% of outstanding shares have entered into voting agreements to support the transaction.

5The transaction includes a termination fee of approximately $63 million payable by Centessa under certain circumstances, including if it accepts a superior proposal.

6The acquisition is expected to close in the third quarter of 2026, subject to customary closing conditions including antitrust approval.

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

by reference. | Item 7.01 | Regulation FD Disclosure. | |---|---| On March 31, 2026, the Company and Parent issued a joint press release announcing the executio

Material Agreement

Source Document

9.01

| Financial Statements and Exhibits. | |---|---| Exhibit Number: 2.1* | Description: Transaction Agreement, dated as of March 31, 2026, by and among Parent, Pur

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Centessa Pharmaceuticals plc
Consideration: $38.00 in cash per share plus one non-transferable contingent value right entitling holders to receive contingent cash payments of up to an aggregate of $9.00 per share
Structure: Court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act of 2006

•Approval by a majority in number representing not less than 75% in value of members present and voting at the Scheme Meeting
•Sanctioning of the Scheme of Arrangement by the High Court of Justice of England and Wales
•Expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
•No order, decree or ruling that enjoins, prevents, prohibits, or makes illegal the consummation of the Contemplated Transactions
•Representations and warranties being true and correct as of the Effective Time
•Performance or compliance in all material respects with obligations under the Transaction Agreement
•No Company Material Adverse Effect having occurred that is continuing at the Effective Time

Material Agreement

Agreement: Transaction Agreement
Parties: Centessa Pharmaceuticals plc, Eli Lilly and Company, LDH XV Corporation

•Purchaser will acquire the entire issued and to be issued share capital of the Company
•Company will become a wholly owned subsidiary of Purchaser upon the Scheme of Arrangement becoming effective
•Company has agreed to customary non-solicitation restrictions
•Company will be required to pay Parent a termination fee of approximately $63 million under certain circumstances
•Parties are entitled to specifically enforce the terms and provisions of the Transaction Agreement

Exhibits (4)

10.1

EX-10.1

2.1

EX-2.1

8-K

99.1

EX-99.1