Form 4: Arjun Goyal's Centessa Pharmaceuticals Ownership Update

Arjun Goyal reports changes in beneficial ownership of Centessa Pharmaceuticals plc ordinary shares and options following an acquisition.

Summary

• Arjun Goyal, a Director at Centessa Pharmaceuticals plc, has filed a Form 4 detailing changes in his beneficial ownership of the company's securities.
• The transactions occurred on June 24, 2026, following the acquisition of Centessa Pharmaceuticals plc by Eli Lilly and Company through a scheme of arrangement.
• Goyal's direct beneficial ownership of ordinary shares is reported as 462,585.
• Additionally, several share options were cancelled and converted into the right to receive cash consideration and contingent value rights (CVRs).
• The filing also notes shares held by Vinyanshu Ventures LLC, an entity controlled by Goyal, with a disclaimer of beneficial ownership except to the extent of pecuniary interest.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive filing, as it confirms the completion of an acquisition with a significant cash payout and potential for additional value through CVRs for shareholders and option holders.

Positives

• The acquisition by Eli Lilly and Company provides a cash consideration of $38.00 per ordinary share.
• Holders of ordinary shares and options are also entitled to a contingent value right (CVR) of up to $9.00 per ordinary share, contingent on specified milestones.
• The transaction represents a significant event for shareholders, offering immediate cash and potential future payments.

Negatives

• All outstanding share options were cancelled and converted into cash and CVRs, meaning no options were exercised prior to the effective time.
• The filing includes a disclaimer of beneficial ownership for shares held by Vinyanshu Ventures LLC, indicating potential complexities in ownership attribution for Section 16 purposes.

Risks

• The contingent value rights (CVRs) are subject to the achievement of specified milestones, meaning the full potential value may not be realized.
• There is a risk that the contingent payments associated with the CVRs may not be achieved, limiting the total return for former shareholders and option holders.

Future Outlook

The future outlook for former Centessa Pharmaceuticals shareholders is tied to the achievement of specified milestones related to the contingent value rights (CVRs). The maximum potential payout from CVRs is $9.00 per ordinary share.

Management Comments

• 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.
• 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.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects the completion of a significant M&A event in the pharmaceutical sector, where a larger entity (Eli Lilly) acquires a smaller biotech company (Centessa Pharmaceuticals). Such acquisitions are common as larger pharmaceutical companies seek to bolster their pipelines with innovative therapies, often paying a premium for promising assets.

Comparison to Industry Standards

• The acquisition price of $38.00 per share, plus up to $9.00 in CVRs, represents a substantial premium over typical trading prices for clinical-stage biopharmaceutical companies, reflecting the strategic value of Centessa's assets.
• The structure of the deal, including a cash component and a contingent value right, is a common mechanism in pharmaceutical M&A to bridge valuation gaps between buyers and sellers, particularly when future clinical or regulatory success is uncertain. This is comparable to other recent acquisitions in the biotech space where future milestones heavily influence the final deal value.

Stakeholder Impact

• Shareholders: Will receive $38.00 in cash per share and one CVR per share, with the potential for up to $9.00 more per share based on milestones.
• Option Holders: Will receive cash equal to the excess of the Cash Consideration over the exercise price, plus one CVR per underlying ordinary share.
• Employees: May experience changes in roles and responsibilities following the acquisition by Eli Lilly and Company.

Next Steps

• Holders of ordinary shares and options will await the achievement of specified milestones to determine the payout from the contingent value rights (CVRs).
• Eli Lilly and Company will integrate Centessa Pharmaceuticals' assets and operations.

Key Dates

Keywords

Centessa Pharmaceuticals, Arjun Goyal, Form 4, Beneficial Ownership, Share Options, Acquisition, Eli Lilly, Scheme of Arrangement, Contingent Value Rights, CNTA