Centessa (CNTA) CLO exits all equity as Eli Lilly acquisition closes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Centessa Pharmaceuticals’ Chief Legal Officer, Iqbal J. Hussain, reported the automatic disposition of his equity in connection with Eli Lilly’s acquisition of Centessa. On June 24, 2026, all of his Ordinary Shares and share options, including 5,500 shares held indirectly by his spouse and 117,645 shares held directly, were transferred pursuant to a court-approved scheme of arrangement.
At the effective time, each Ordinary Share (and each ADS representing one Ordinary Share) became entitled to receive $38.00 in cash plus one non-transferable contingent value right (CVR) for potential additional payments of up to $9.00 per share, subject to specified milestones. His unvested RSUs, covering 98,025 Ordinary Shares, fully vested and, along with all outstanding options, were cancelled and converted into the same cash-and-CVR package rather than being exercised.
Positive
- None.
Negative
- None.
Insights
Officer’s entire equity stake was cashed out automatically in the Eli Lilly acquisition.
The filing shows Chief Legal Officer Iqbal J. Hussain had his Ordinary Shares, RSUs, and options in Centessa Pharmaceuticals cancelled when Eli Lilly acquired all outstanding shares via a UK scheme of arrangement. Code D indicates dispositions to the issuer, not open-market selling.
Each Ordinary Share, including those underlying RSUs and options, was converted into $38.00 in cash plus a CVR for up to an additional $9.00 per share upon defined milestones. No options were exercised before the effective time, and derivativeSummary is empty, indicating no remaining option position after closing.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
HUSSAIN IQBAL J
Role
Chief Legal Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (right to buy) | 221,559 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 166,779 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 100,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 160,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 100,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 170,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 175,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 160,000 | $0.00 | -- |
| Disposition | Ordinary Shares | 117,645 | $0.00 | -- |
| Disposition | Ordinary Shares | 5,500 | $0.00 | -- |
Holdings After Transaction:
Share Option (right to buy) — 0 shares (Direct, null);
Ordinary Shares — 0 shares (Direct, null);
Ordinary Shares — 0 shares (Indirect, By spouse)
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 98,025 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
Cash Consideration per Share: $38.00 per Ordinary Share
Maximum CVR Value: Up to $9.00 per share
Indirect Ordinary Shares Disposed: 5,500 shares
+5 more
8 metrics
Cash Consideration per Share
$38.00 per Ordinary Share
Paid at effective time of scheme of arrangement
Maximum CVR Value
Up to $9.00 per share
Contingent payments under CVR milestones
Indirect Ordinary Shares Disposed
5,500 shares
Ordinary Shares held by spouse, disposed on June 24, 2026
Direct Ordinary Shares Disposed
117,645 shares
Directly held Ordinary Shares disposed to issuer
RSUs Underlying Shares
98,025 shares
Ordinary Shares underlying RSUs that vested and were cashed out
Option Grant at $25.19
160,000 options
Share options with $25.1900 exercise price cancelled for cash plus CVR
Option Grant at $16.90
175,000 options
Share options with $16.9000 exercise price cancelled for cash plus CVR
Option Grant at $3.85
100,000 options
Share options with $3.8500 exercise price cancelled for cash plus CVR
Key Terms
Scheme of Arrangement, contingent value right, Restricted Share Units, Transaction Agreement, +2 more
6 terms
Scheme of Arrangement regulatory
"acquired all outstanding Ordinary Shares ... 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.
Transaction Agreement regulatory
"pursuant to the Transaction Agreement dated as of March 31, 2026, by and among the Company, Parent and Purchaser"
Cash Consideration financial
"At the Effective Time, 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.
FAQ
How were Centessa (CNTA) RSUs held by the Chief Legal Officer treated?
The filing notes 98,025 Ordinary Shares underlying Restricted Share Units became fully vested at the effective time. Each RSU was then automatically cancelled and converted into $38.00 in cash per underlying share plus one CVR, with no Ordinary Shares issued before that time.
What is the role of the Transaction Agreement in the Centessa (CNTA) deal?
The Transaction Agreement among Centessa, Eli Lilly and its subsidiary set the terms for acquiring all outstanding Ordinary Shares via a UK scheme of arrangement. It defined the $38.00 cash consideration, up to $9.00 per-share CVR, and treatment of RSUs and share options at the effective time.