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M&ACNTA

Eli Lilly completes acquisition of Centessa Pharmaceuticals for $38 per share plus CVRs

Eli Lilly and Company completed its acquisition of Centessa Pharmaceuticals plc on June 24, 2026, pursuant to a court-sanctioned scheme of arrangement under UK law. Centessa shareholders received $38.00 in cash per ordinary share plus contingent value rights entitling holders to receive up to an additional $9.00 per share upon achievement of specified milestones. Centessa has requested delisting from Nasdaq, and the company became a wholly owned subsidiary of Lilly.

Key facts

  • Cash consideration: $38.00 per Company Share
  • Contingent value rights: up to $9.00 per Company Share contingent on milestone achievement
  • Effective Time: June 24, 2026, when Court Order was delivered to Registrar of Companies
  • Transaction Agreement dated March 31, 2026
  • High Court of Justice of England and Wales sanctioned Scheme of Arrangement on June 22, 2026
  • Centessa repaid in full all indebtedness under Loan and Security Agreement dated December 30, 2024
  • Nasdaq trading halted effective 8:00 p.m. New York time on June 23, 2026
  • Eight directors ceased serving: Francesco De Rubertis, Mario Alberto Accardi, Arjun Goyal, Mary Lynne Hedley, Mathias Hukkelhoven, Samarth Kulkarni, Carol Stuckley, Brett Zbar
  • Five officers ceased serving: Mario Alberto Accardi (CEO), John Crowley, Stephen Kanes, Raphael Deferiere, plus CEO role cessation

Why it matters

The acquisition eliminates Centessa as an independent public company and transfers all shareholder rights to Lilly, while the contingent value rights provide potential additional payments tied to future clinical or regulatory milestones.

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Derived from 8-K filed 2026-06-24. Not investment advice. View the source filing on SEC.gov →