Centessa (CNTA) CAO cashed out as Eli Lilly acquires all shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Centessa Pharmaceuticals' Chief Accounting Officer Raphael Deferiere reported the automatic disposition of his equity holdings in connection with Eli Lilly’s acquisition of the company. He disposed of 11,000 Ordinary Shares and options over 42,000 and 165,000 Ordinary Shares, leaving no remaining reported holdings.
Under a UK Scheme of Arrangement, Eli Lilly acquired all outstanding Centessa Ordinary Shares. At the effective time, holders became entitled to receive $38.00 in cash per Ordinary Share plus one contingent value right (CVR) for potential additional payments of up to $9.00 per share. RSUs and options were cancelled and converted into the right to receive the same cash and CVR-based consideration, and no discretionary trades were made by the reporting person.
Positive
- None.
Negative
- None.
Insights
Eli Lilly’s cash-and-CVR buyout mechanically cancels the CAO’s Centessa equity.
The filing shows Eli Lilly acquiring all outstanding Centessa Pharmaceuticals Ordinary Shares via a UK Scheme of Arrangement. All common shares, RSUs, and options are converted into cash plus a contingent value right rather than being exercised or sold in the market.
Holders receive $38.00 in cash per share plus one CVR with potential additional payments up to $9.00 per share. The CAO’s 11,000 shares and options on 207,000 underlying shares are canceled and settled this way, leaving no remaining position reported. The transactions occur automatically at the effective time, not by discretionary trading.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Deferiere Raphael
Role
Chief Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (right to buy) | 165,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 42,000 | $0.00 | -- |
| Disposition | Ordinary Shares | 11,000 | $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. Represents 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: 11,000 shares
Options canceled (25.19 strike): 42,000 options
Options canceled (13.41 strike): 165,000 options
+3 more
6 metrics
Ordinary Shares disposed
11,000 shares
Disposition to issuer at effective time of Scheme
Options canceled (25.19 strike)
42,000 options
Share Option with $25.19 exercise price, canceled at closing
Options canceled (13.41 strike)
165,000 options
Share Option with $13.41 exercise price, canceled at closing
Cash consideration per share
$38.00 per Ordinary Share
Paid by Eli Lilly at effective time of Scheme
Maximum CVR value
$9.00 per share
Potential additional contingent payments under CVR terms
Underlying shares per ADS
1 Ordinary Share per ADS
Each ADS represents one Ordinary Share
Key Terms
Scheme of Arrangement, contingent value right, Restricted Share Units ("RSUs"), Cash Consideration, +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
"$38.00 in cash per Ordinary Share (the "Cash Consideration"), without interest and less any applicable withholding taxes"
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.
contingent payments financial
"contingent payments of up to an aggregate of $9.00 per Ordinary Share, without interest and less any applicable withholding taxes"
Contingent payments are future sums a buyer agrees to pay a seller only if specified events occur, such as meeting revenue targets, regulatory approval, or achieving performance milestones. For investors, they matter because they shift some price risk from buyer to seller and can change a company’s expected cash flow and valuation — like paying a bonus only if a project succeeds, which affects how much value is really being bought.
FAQ
What did the Centessa (CNTA) Chief Accounting Officer report in this Form 4?
The Chief Accounting Officer reported the automatic disposition of 11,000 Ordinary Shares and options over 207,000 underlying shares. These positions were canceled and settled for cash and contingent value rights in connection with Eli Lilly’s acquisition of Centessa Pharmaceuticals.
How were Centessa (CNTA) RSUs treated in the Eli Lilly transaction?
Each outstanding and unvested RSU became fully vested at the effective time, then was automatically canceled. Each RSU converted into the right to receive $38.00 in cash per underlying share plus one CVR, with no Ordinary Shares issued before the effective time.
Was the Centessa (CNTA) CAO’s disposition a discretionary sale?
No. The footnotes state the transfer of Ordinary Shares occurred automatically at the effective time under the Scheme of Arrangement. This means the CAO did not take discretionary action; the disposition followed the negotiated Eli Lilly transaction terms.