Eli Lilly to acquire Centessa for $38/share plus up to $9 in CVRs

Centessa Pharmaceuticals plc

Centessa shareholders receive $38.00 per share cash plus CVRs worth up to $9.00 per share on milestone achievement.
CVR milestones: $2 for first US NDA of ORX750/ORX142 by Dec 31, 2029; $5 for IH approval within 5 yrs; $2 for NT2 approval within 5 yrs.
Supporting shareholders owning ~20% of shares agreed to vote in favor of the scheme.
Transaction expected to close by Sept 30, 2026, extendable to March 31, 2027 for HSR clearance.
Termination fee of ~$63M payable by Centessa under certain circumstances.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Centessa Pharmaceuticals plc entered into Transaction Agreement with Eli Lilly and Company and LDH XV Corporation (effective 2026-03-31).

Action: entry
Agreement: merger
Counterparty: Eli Lilly and Company and LDH XV Corporation
Effective: 2026-03-31

Exact text from the filing

On March 31, 2026, Centessa Pharmaceuticals plc, a public limited company registered in England and Wales (the “Company”), entered into a Transaction Agreement (the “Transaction Agreement”) with Eli Lilly and Company, an Indiana corporation (“Parent”), and LDH XV Corporation, a Delaware corporation and direct wholly owned subsidiary of Parent (“Purchaser”).

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Centessa Pharmaceuticals plc filing history →

Source: SEC EDGAR

accession 0001193125-26-134656

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