Centessa (NASDAQ: CNTA) sold to Eli Lilly in $38 cash deal plus CVR
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Centessa Pharmaceuticals plc director Arjun Goyal reported automatic dispositions of his interests in the company in connection with its acquisition by Eli Lilly and Company. All outstanding Ordinary Shares were acquired through a UK court-approved scheme of arrangement.
At the effective time of the scheme, holders of Ordinary Shares became entitled to receive $38.00 in cash per share, plus one non-transferable contingent value right (CVR) that may pay up to an additional $9.00 per share if specified milestones are achieved. Goyal reported the transfer of 462,585 Ordinary Shares held indirectly through Vinyanshu Ventures LLC and the cancellation of several share option grants, which converted into cash-plus-CVR rights. The transfers and cancellations occurred automatically under the transaction agreement, and no options were exercised beforehand.
Positive
- Eli Lilly acquisition with cash and CVR structure: Centessa shareholders receive $38.00 in cash per Ordinary Share plus a contingent value right for potential additional payments up to an aggregate $9.00 per share, providing immediate liquidity with possible future upside tied to specified milestones.
Negative
- None.
Insights
Eli Lilly’s cash-and-CVR takeover crystallizes value for Centessa holders.
The filing shows that Eli Lilly, via a subsidiary, acquired all outstanding Centessa Pharmaceuticals Ordinary Shares under a UK scheme of arrangement. Shareholders receive $38.00 in cash per share plus a non-transferable CVR with potential payments up to $9.00 per share.
Director Arjun Goyal reported automatic dispositions: 462,585 Ordinary Shares held through Vinyanshu Ventures LLC and multiple option grants were cancelled and converted into cash-plus-CVR rights. No options were exercised, and all reported positions go to zero, consistent with a full cash acquisition structure.
The CVR ties additional consideration to specified milestones in the Contingent Value Rights Agreement, so any incremental value depends on future milestone achievement. From an investor perspective, the key economics are the immediate $38.00 cash per share and the potential contingent upside embedded in the CVR structure.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
GOYAL ARJUN
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (right to buy) | 64,570 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 48,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 48,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 48,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 40,000 | $0.00 | -- |
| Disposition | Ordinary Shares | 462,585 | $0.00 | -- |
Holdings After Transaction:
Share Option (right to buy) — 0 shares (Direct, null);
Ordinary Shares — 0 shares (Indirect, See footnote)
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. Shares held by Vinyanshu Ventures LLC, an entity controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. 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 per share: Up to $9.00 per Ordinary Share
Ordinary Shares transferred: 462,585 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 per share
Up to $9.00 per Ordinary Share
Contingent on specified milestones in CVR agreement
Ordinary Shares transferred
462,585 shares
Held by Vinyanshu Ventures LLC and transferred at effective time
Cancelled option grant
40,000 options at $12.43
Share options converted into cash-plus-CVR rights
Cancelled option grant
48,000 options at $8.89
Share options converted into cash-plus-CVR rights
Cancelled option grant
48,000 options at $6.35
Share options converted into cash-plus-CVR rights
Cancelled option grant
48,000 options at $4.87
Share options converted into cash-plus-CVR rights
Cancelled option grant
64,570 options at $22.55
Share options converted into cash-plus-CVR rights
Key Terms
Scheme of Arrangement, Cash Consideration, contingent value right, Contingent Value Rights 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.
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.
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.
Contingent Value Rights Agreement regulatory
"specified milestones set forth in the Contingent Value Rights Agreement between Parent, Purchaser and a rights agent"
Section 16 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16")"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
Transaction Agreement regulatory
"pursuant to the Transaction Agreement dated as of March 31, 2026, by and among the Company, Parent and Purchaser"
FAQ
What insider transaction did Arjun Goyal report in Centessa (CNTA) Form 4?
Arjun Goyal reported automatic dispositions related to Centessa’s sale. 462,585 Ordinary Shares held through Vinyanshu Ventures LLC were transferred, and several share option grants were cancelled and converted into cash-plus-CVR rights at the Eli Lilly acquisition effective time.
Were Arjun Goyal’s Centessa (CNTA) transactions discretionary market trades?
No. The transfer of Ordinary Shares and cancellation of options occurred automatically at the effective time of the scheme of arrangement. They followed the transaction agreement with Eli Lilly, without any action or discretion by the reporting person at the time of the transfer.
What role did Vinyanshu Ventures LLC play in the Centessa (CNTA) Form 4?
The 462,585 Ordinary Shares were held by Vinyanshu Ventures LLC, an entity controlled by Arjun Goyal. He disclaimed beneficial ownership beyond any pecuniary interest. Those shares were automatically transferred under the scheme when Eli Lilly acquired all outstanding Ordinary Shares.
What is the contingent value right (CVR) mentioned for Centessa (CNTA) holders?
Each Ordinary Share and each underlying option share entitled holders to one non-transferable CVR. The CVR provides for possible contingent payments up to an aggregate $9.00 per share, subject to achieving specified milestones defined in a Contingent Value Rights Agreement with Eli Lilly’s subsidiary.