Form 4: Centessa Pharmaceuticals Acquisition Completed

Medicxi Ventures Management and affiliated entities report changes in beneficial ownership following the acquisition of Centessa Pharmaceuticals plc by Eli Lilly and Company.

Summary

• This filing is a Form 4, reporting changes in beneficial ownership of Centessa Pharmaceuticals plc (CNTA) ordinary shares.
• The reporting persons are various Medicxi entities, including Medicxi Ventures Management (Jersey) Ltd, Medicxi Ventures I LP, Medicxi Co-Invest I LP, Medicxi Growth I LP, Medicxi Growth Co-Invest I LP, Medicxi Secondary I LP, and their respective general partners and management entities.
• The earliest transaction date reported is June 24, 2026.
• The filing details the transfer of ordinary shares held by these Medicxi entities as a result of the acquisition of Centessa Pharmaceuticals plc by Eli Lilly and Company through a scheme of arrangement.
• Eli Lilly and Company, via its subsidiary LDH XV Corporation, acquired all outstanding ordinary shares of Centessa Pharmaceuticals plc on June 24, 2026, pursuant to a transaction agreement dated March 31, 2026.
• Shareholders were entitled to receive $38.00 in cash per ordinary share, plus one non-transferable contingent value right (CVR) per ordinary share, entitling holders to potential contingent payments of up to $9.00 per ordinary share based on specified milestones.
• The reporting persons disclaim beneficial ownership beyond their pecuniary interest, stating the transfer of shares occurred automatically at the effective time of the scheme of arrangement.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for the reporting entities and Centessa shareholders due to the cash acquisition and potential for additional CVR payments, indicating a successful exit or monetization event.

Positives

• The acquisition by Eli Lilly and Company provides a cash consideration of $38.00 per share, representing a significant return for shareholders.
• The inclusion of a contingent value right (CVR) offers the potential for additional future payments up to $9.00 per share, tied to specific milestones, which could further enhance shareholder value.

Negatives

• The filing indicates a complete acquisition, meaning Centessa Pharmaceuticals plc will cease to be a publicly traded entity, ending its independent operations.
• The contingent nature of the CVR payments means that the full value may not be realized by shareholders if the specified milestones are not achieved.

Risks

• The primary risk associated with the CVRs is the failure to achieve the specified milestones, which would result in no additional payments to shareholders beyond the initial cash consideration.
• The filing does not explicitly detail the specific milestones required for the CVR payments, creating uncertainty for investors regarding the likelihood of receiving the full potential value.

Future Outlook

The future outlook for the reporting entities is not detailed in this filing, as it primarily concerns the completion of the acquisition and the resulting change in beneficial ownership. The future value for Centessa shareholders is tied to the achievement of milestones related to the Contingent Value Rights.

Management Comments

• The reporting persons disclaim Section 16 beneficial ownership of the securities held by the Medicxi Funds, 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.

Industry Context

StockSavvy.ai notes that this Form 4 filing marks the culmination of a significant M&A event in the biopharmaceutical sector, with a major pharmaceutical company like Eli Lilly acquiring a publicly traded entity. Such acquisitions are common as larger companies seek to bolster their pipelines or acquire promising assets, often leading to substantial cash payouts for the target company's shareholders.

Stakeholder Impact

• Shareholders: Will receive $38.00 in cash per share and a CVR with potential for up to $9.00 additional per share, representing a significant financial event.
• Employees of Centessa Pharmaceuticals: May face changes in employment terms, roles, or organizational structure under Eli Lilly and Company's ownership.
• Creditors of Centessa Pharmaceuticals: Their claims and agreements will be subject to the terms of the acquisition and the new ownership structure.
• Suppliers to Centessa Pharmaceuticals: May see changes in procurement processes, contract terms, or business relationships under Eli Lilly and Company.

Next Steps

• Centessa Pharmaceuticals plc will be delisted from public exchanges following the completion of the acquisition.
• Shareholders will receive the cash consideration and CVRs as per the terms of the scheme of arrangement.
• The Medicxi entities will no longer hold beneficial ownership of Centessa Pharmaceuticals plc ordinary shares.

Key Dates

Keywords

Form 4, Beneficial Ownership, Centessa Pharmaceuticals, CNTA, Medicxi Ventures, Eli Lilly and Company, Acquisition, Scheme of Arrangement, Ordinary Shares, Contingent Value Right, CVR, SEC Filing