Centessa Pharmaceuticals (CNTA) Proxy filing summary

Executive summary

• Entered into a definitive agreement to be acquired by Eli Lilly and Company, with closing expected in Q3 2026, subject to regulatory and shareholder approvals.

• Acquisition aims to accelerate the development of the OX2R agonist portfolio, including cleminorexton, for underserved neurological conditions.

• Transaction is not subject to the UK Takeover Code, and no dealing disclosures are required under Rule 8.

• Forward-looking statements highlight anticipated benefits, timelines, and risks associated with the acquisition.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the acquisition and related matters at a forthcoming meeting.

• Proxy statement will include an explanatory statement regarding the scheme of arrangement under the UK Companies Act 2006.

• Voting decisions should be based on the definitive proxy statement and related documents filed with the SEC.

Board of directors and corporate governance

• Directors, executive officers, and employees of both companies may participate in the proxy solicitation process.

• Information on directors and executive officers is available in recent SEC filings, with further details to be included in the proxy statement.