High Court Approves Lilly’s $7.8B Deal to Buy Centessa for $38 Plus $9 CVR
CNTA•On June 22, the High Court of Justice of England and Wales sanctioned Lilly’s acquisition of Centessa for $38 per share and one CVR worth up to $9. The $7.8 billion transaction will close upon delivery to the Registrar on June 24, with ADS trading halted before market open that day.
1. High Court Sanctions Scheme
On June 22, the High Court of Justice of England and Wales issued a court order sanctioning a scheme of arrangement under English law for Eli Lilly and Company, through a wholly owned subsidiary, to acquire Centessa Pharmaceuticals for $38 per ADS plus one non-transferable contingent value right.
2. Transaction Terms
The transaction values Centessa at approximately $7.8 billion, comprising $38.00 in cash per ADS and up to $9.00 in contingent milestone payments linked to three specified development and regulatory milestones.
3. Closing Timeline and Trading Halt
Closing will occur upon delivery of the court order to the Registrar of Companies, expected on June 24, 2026, with the last day of ADS trading on Nasdaq on June 23, 2026, and trading halted before market open on June 24.
4. Contingent Value Rights Details
Each non-transferable CVR entitles holders to receive up to an aggregate of $9.00 subject to the achievement of three milestones, aligning additional consideration with Centessa’s clinical development progress.
