Eli Lilly acquisition sees Centessa (CNTA) shares paid $38 plus CVR
Rhea-AI Filing Summary
Centessa Pharmaceuticals plc Chief Technology & Quality Officer Tia L. Bush reported the automatic disposition of her equity in connection with Eli Lilly and Company’s acquisition of all outstanding Centessa ordinary shares. Bush’s 147,954 Ordinary Shares and all reported share options were transferred to the acquirer under a UK scheme of arrangement, leaving her with zero directly held shares and options after the transactions.
At the effective time of the scheme, holders of Ordinary Shares became entitled to receive $38.00 in cash per share, less applicable taxes, plus one non-transferable contingent value right (CVR) for each share. Each CVR provides for potential contingent payments of up to an aggregate of $9.00 per share, subject to specified milestones. The same per-share terms apply to American Depositary Shares, each representing one Ordinary Share. Unvested restricted share units fully vested and, along with share options, were cancelled and converted into the right to receive the cash consideration and one CVR per underlying Ordinary Share.
Positive
- None.
Negative
- None.
Insights
Centessa executives’ equity was cashed out into $38 plus CVR as Eli Lilly acquired the company.
The transactions show how Centessa Pharmaceuticals equity awards were treated when Eli Lilly acquired all outstanding ordinary shares via a UK scheme of arrangement. Tia L. Bush’s 147,954 Ordinary Shares and multiple option grants were automatically disposed of to the issuer, reducing her reported direct holdings and derivatives to zero.
Footnotes specify that each Ordinary Share, including shares represented by ADSs, receives $38.00 in cash plus one contingent value right for up to an additional $9.00 per share upon achieving milestones. Unvested RSUs vested at closing, and all RSUs and options were converted into cash based on the cash consideration and their exercise prices, plus one CVR per underlying share.
The filing highlights a typical change-of-control outcome for employees: equity rolled into cash and CVRs rather than ongoing stock exposure. Future investor focus shifts away from Centessa’s standalone performance toward whether the CVR milestones defined in the Transaction Agreement are achieved, which would determine any additional payments.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (right to buy) | 360,338 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 140,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 27,187 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 145,208 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 125,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 140,000 | $0.00 | -- |
| Disposition | Ordinary Shares | 147,954 | $0.00 | -- |
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 63,800 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
Key Terms
Scheme of Arrangement regulatory
contingent value right financial
Cash Consideration financial
Transaction Agreement regulatory
