Eli Lilly and Company (Parent) will acquire Centessa Pharmaceuticals plc (Company) through its wholly-owned subsidiary, LDH XV Corporation (Purchaser), via a court-sanctioned scheme of arrangement under UK law. Centessa shareholders will receive $38.00 in cash per share, plus one non-transferable Contingent Value Right (CVR) per share, potentially worth up to an additional $9.00. The total potential aggregate consideration for Centessa shareholders is up to $47.00 per share. The upfront cash consideration represents an aggregate equity value of approximately $6.3 billion, with the CVRs representing an additional potential aggregate equity value of approximately $1.5 billion. The acquisition has been recommended by Centessa's board of directors and approved by the boards of Parent and Purchaser. Key shareholders, including entities affiliated with Medicxi Ventures, Index Ventures, and General Atlantic, collectively owning approximately 20% of outstanding shares, have signed voting and support agreements. Centessa's outstanding equity awards (options with exercise price less than cash consideration and restricted stock units) will be canceled and converted into cash and CVRs; underwater options will be fully vested and can be exercised or canceled for no consideration. The transaction is subject to customary closing conditions, including Centessa shareholder approval, UK Court sanction, and HSR Act clearance.