Lilly acquisition cashes out Centessa Pharmaceuticals (CNTA) officer equity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Centessa Pharmaceuticals’ Chief People Officer Karen M. Anderson reported the automatic disposition of all her equity in connection with Eli Lilly’s acquisition of the company. On the effective date of the UK court-approved scheme of arrangement, all her 62,085 Ordinary Shares transferred to Lilly.
Each Ordinary Share entitled the holder to receive $38.00 in cash plus a non-transferable contingent value right (CVR) for potential additional payments of up to $9.00 per share, subject to specified milestones. Unvested RSUs covering 58,050 Ordinary Shares fully vested and were similarly cancelled for cash and CVRs.
All outstanding share options held by Anderson, including grants over 117,000, 120,000, 83,924, 28,336 and 75,000 Ordinary Shares at various exercise prices, were cancelled and converted into cash equal to the excess of the $38.00 cash consideration over each option’s exercise price, plus one CVR per underlying share. Following these transactions, she reported no remaining Ordinary Shares or options.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Anderson Karen M.
Role
Chief People Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (right to buy) | 75,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 28,336 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 83,924 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 120,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 117,000 | $0.00 | -- |
| Disposition | Ordinary Shares | 62,085 | $0.00 | -- |
Holdings After Transaction:
Share Option (right to buy) — 0 shares (Direct, null);
Ordinary Shares — 0 shares (Direct, null)
Footnotes (1)
- The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. On June 24, 2026, Eli Lilly and Company ("Parent"), through its wholly owned subsidiary LDH XV Corporation ("Purchaser"), acquired all outstanding Ordinary Shares of Centessa Pharmaceuticals plc (the "Company") by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme of Arrangement"), pursuant to the Transaction Agreement dated as of March 31, 2026, by and among the Company, Parent and Purchaser (the "Transaction Agreement"). At the effective time of the Scheme of Arrangement (the "Effective Time"), holders of Ordinary Shares became entitled to receive (a) $38.00 in cash per Ordinary Share (the "Cash Consideration"), without interest and less any applicable withholding taxes, and (b) one non-transferable contingent value right (a "CVR") entitling the holders to receive contingent payments of up to an aggregate of $9.00 per Ordinary Share, without interest and less any applicable withholding taxes, contingent upon the achievement of specified milestones set forth in the Contingent Value Rights Agreement between Parent, Purchaser and a rights agent mutually agreeable to the Company and Parent. Because each ADS represents one Ordinary Share, holders of ADSs became entitled to the same per-share consideration of $38.00 in cash plus one CVR per ADS. (continued from footnote 3) The transfer of Ordinary Shares occurred automatically at the Effective Time pursuant to the Scheme of Arrangement, without any action by or discretion of the Reporting Person. Includes 58,050 Ordinary Shares underlying Restricted Share Units ("RSUs"). Each RSU represented a contingent right to receive one Ordinary Share of the Company. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding and unvested RSU became fully vested, and at the Effective Time, each RSU was automatically cancelled and converted into the right to receive (i) $38.00 in cash per Ordinary Share underlying such RSU award, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No Ordinary Shares were issued upon settlement of RSUs prior to the Effective Time. Pursuant to the Transaction Agreement at the Effective Time, each outstanding share option, whether or not vested, was automatically cancelled and converted into the right to receive (i) an amount in cash equal to the excess of the Cash Consideration over the per-share exercise price of such option, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No share options were exercised prior to the Effective Time.
Key Figures
Ordinary Shares disposed: 62,085 shares
Cash consideration per share: $38.00 per Ordinary Share
Maximum CVR value: Up to $9.00 per share
+5 more
8 metrics
Ordinary Shares disposed
62,085 shares
Transferred at effective time of scheme of arrangement
Cash consideration per share
$38.00 per Ordinary Share
Paid by Eli Lilly at effective time
Maximum CVR value
Up to $9.00 per share
Contingent on specified milestones
RSUs underlying shares
58,050 Ordinary Shares
RSUs became fully vested then cancelled for cash plus CVRs
Share option grant 1
117,000 shares at $25.19
Option cancelled for cash spread plus CVR per share
Share option grant 2
120,000 shares at $16.90
Option cancelled at transaction effective time
Share option grant 3
83,924 shares at $8.01
Option cancelled at transaction effective time
Share option grant 4
75,000 shares at $4.01
Option cancelled at transaction effective time
Key Terms
Scheme of Arrangement, contingent value right, Restricted Share Units, Cash Consideration, +1 more
5 terms
Scheme of Arrangement regulatory
"acquired all outstanding Ordinary Shares of Centessa Pharmaceuticals plc ... by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006"
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
contingent value right financial
"one non-transferable contingent value right (a "CVR") entitling the holders to receive contingent payments of up to an aggregate of $9.00 per Ordinary Share"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Cash Consideration financial
"holders of Ordinary Shares became entitled to receive (a) $38.00 in cash per Ordinary Share (the "Cash Consideration")"
Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.
Transaction Agreement regulatory
"pursuant to the Transaction Agreement dated as of March 31, 2026, by and among the Company, Parent and Purchaser"
FAQ
What did Centessa (CNTA) officer Karen Anderson report in this Form 4?
Karen M. Anderson reported the automatic disposition of all her Centessa equity when Eli Lilly acquired the company. Her Ordinary Shares, RSUs, and share options were cancelled at the deal’s effective time in exchange for cash consideration and contingent value rights tied to future milestones.
What is the contingent value right (CVR) mentioned for Centessa (CNTA) holders?
Each Ordinary Share also received one non-transferable contingent value right (CVR) for potential extra payments of up to $9.00 per share. These future payments depend on achieving specified milestones set out in a Contingent Value Rights Agreement with Eli Lilly and its acquisition subsidiary.