Centessa Pharmaceuticals (CNTA) holders get $38 cash plus CVR in Eli Lilly buyout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Medicxi Ventures Management (Jersey) Ltd reported open-market sale transactions in this Form 4 filing.
Centessa Pharmaceuticals plc disclosed that investment entities affiliated with Medicxi completed the transfer of a total of 19,963,157 Ordinary Shares in connection with the acquisition of Centessa by Eli Lilly and Company. The transfer occurred automatically at the effective time of a UK Scheme of Arrangement, not through discretionary open-market trading by the reporting entities.
Under the deal, each Ordinary Share (and each ADS representing one Ordinary Share) entitled holders to receive $38.00 in cash per share, plus one non-transferable contingent value right for potential additional payments of up to $9.00 per share upon achievement of specified milestones. Following these transactions, the reported Medicxi-related holdings of Centessa Ordinary Shares decreased to zero, and the reporting persons note they disclaim beneficial ownership except to the extent of any pecuniary interest.
Positive
- Full cash exit with milestone-based upside: Each Centessa share is exchanged for $38.00 in cash plus a contingent value right for up to an additional $9.00 per share tied to specified milestones, combining immediate liquidity with potential future value.
Negative
- None.
Insights
Eli Lilly’s cash-and-CVR takeover crystallizes value for Centessa holders.
The transactions show all Centessa Ordinary Shares held by Medicxi-affiliated funds were transferred as part of Eli Lilly’s acquisition, executed via a Scheme of Arrangement. This is a full-company sale, not routine secondary selling.
Each share receives $38.00 in cash plus a contingent value right for up to an additional $9.00 per share if specified milestones are reached. The CVR structure ties upside to clearly defined future events, while the upfront cash provides immediate liquidity to former shareholders.
The filing also notes the transfers occurred automatically at the Effective Time, and the Medicxi entities disclaim beneficial ownership beyond any pecuniary interest. Future disclosures from Eli Lilly or rights-agent reports would determine whether CVR milestones are met and additional payments become payable.
Insider Trade Summary
6 transactions reported
Net Sell
6 txns
Insider
Medicxi Ventures Management (Jersey) Ltd, Medicxi Ventures I LP, Medicxi Co-Invest I LP, Medicxi Ventures I GP Ltd, Medicxi Growth I LP, Medicxi Growth Co-Invest I LP, Medicxi Growth I GP Ltd, Medicxi Secondary I LP, Medicxi Secondary Co-Invest I LP, Medicxi Secondary I GP Ltd.
Role
null | null | null | null | null | null | null | null | null | null
Sold
19,963,157 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Ordinary Shares | 4,398,519 | $0.00 | -- |
| Sale | Ordinary Shares | 55,677 | $0.00 | -- |
| Sale | Ordinary Shares | 3,936,970 | $0.00 | -- |
| Sale | Ordinary Shares | 93,526 | $0.00 | -- |
| Sale | Ordinary Shares | 11,197,303 | $0.00 | -- |
| Sale | Ordinary Shares | 281,162 | $0.00 | -- |
Holdings After Transaction:
Ordinary Shares — 0 shares (Indirect, See footnote)
Footnotes (1)
- The Ordinary Shares may be represented by American Depositary Shares ("ADSs"), 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 Persons. Held by Medicxi Ventures I LP, a Jersey limited partnership ("Medicxi Ventures I"). Medicxi Ventures I GP Limited, a Jersey limited liability company ("MVI GP"), is the sole managing general partner of Medicxi Ventures I, and Medicxi Ventures Management (Jersey) Limited, a Jersey limited liability company ("Medicxi Manager"), is the sole manager of Medicxi Ventures I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Ventures I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose. Held by Medicxi Co-Invest I LP, a Jersey limited partnership ("Medicxi Co-Invest I"). MVI GP is the sole managing general partner of Medicxi Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Co-Invest I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Co-Invest I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose. Held by Medicxi Growth I LP, a Jersey limited partnership ("Medicxi Growth I"). Medicxi Growth I GP Limited, a Jersey limited liability company ("MGI GP"), is the sole managing general partner of Medicxi Growth I, and Medicxi Manager is the sole manager of Medicxi Growth I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Growth I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose. Held by Medicxi Growth Co-Invest I LP, a Jersey limited partnership ("Medicxi Growth Co-Invest I"). MGI GP is the sole managing general partner of Medicxi Growth Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Growth Co-Invest I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Growth Co-Invest I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose. Held by Medicxi Secondary I LP, a Jersey limited partnership ("Medicxi Secondary I"). Medicxi Secondary I GP Limited, a Jersey limited liability company ("MSI GP"), is the sole managing general partner of Medicxi Secondary I, and Medicxi Manager is the sole manager of Medicxi Secondary I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Secondary I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose. Held by Medicxi Secondary Co-Invest I LP, a Jersey limited partnership ("Medicxi Secondary Co-Invest I"). MSI GP is the sole managing general partner of Medicxi Secondary Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Secondary Co-Invest I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Secondary Co-Invest I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.
Key Figures
Shares transferred: 19,963,157 shares
Cash consideration per share: $38.00 per share
CVR potential per share: Up to $9.00 per share
+2 more
5 metrics
Shares transferred
19,963,157 shares
Total Ordinary Shares reported as sold by Medicxi-affiliated entities
Cash consideration per share
$38.00 per share
Cash paid for each Centessa Ordinary Share under Eli Lilly acquisition
CVR potential per share
Up to $9.00 per share
Maximum additional payment via contingent value right if milestones are met
Transaction structure
Scheme of Arrangement
UK Companies Act Part 26 structure used for Eli Lilly’s acquisition
Sell transactions count
6 transactions
Number of Form 4 line-items coded as sales on 24 June 2026
Key Terms
Scheme of Arrangement, contingent value right, Cash Consideration, American Depositary Shares, +1 more
5 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"
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.
pecuniary interest financial
"The Reporting Persons disclaim Section 16 beneficial ownership ... except to the extent of their respective pecuniary interest therein"
