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Get filing alertsCentessa clears HSR antitrust review for Eli Lilly acquisition; shareholder vote pending
Filed May 22, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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high
The Hart-Scott-Rodino Act waiting period expired May 21, removing the key U.S. antitrust hurdle for Eli Lilly's acquisition of Centessa announced March 31, 2026.
Item 8.01 verify on EDGAR → -
high
Deal closing still requires Centessa shareholder approval and UK High Court sanction of the scheme of arrangement—standard conditions for UK-based acquisitions that remain outstanding.
Item 8.01 verify on EDGAR → -
medium
Centessa filed its definitive proxy statement May 7 and mailed it to shareholders, providing voting materials and transaction details required under SEC and UK law.
Item 8.01 verify on EDGAR →
Summary
Centessa Pharmaceuticals has cleared a major regulatory milestone in its sale to Eli Lilly. The mandatory antitrust waiting period under the Hart-Scott-Rodino Act expired on May 21, meaning U.S. regulators have no objection to the transaction. This removes one of the key conditions blocking the deal announced in late March 2026. For Centessa shareholders, the path forward is now clear but not yet complete.
The acquisition will proceed as a UK court-sanctioned scheme of arrangement, which requires two additional steps: a shareholder vote approving the deal and formal sanction by the UK High Court. Both are standard requirements for this type of transaction structure. Shareholders received proxy materials in early May with full transaction details.
Investors should watch for the announcement of the shareholder meeting date and subsequent court hearing. Assuming both approvals are obtained, the deal should close shortly thereafter. The HSR clearance suggests no significant antitrust concerns, making the remaining steps largely procedural unless shareholders or the court raise unexpected objections.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At 11:59 p.m. on May 21, 2026, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), expired with respect to the previously announced acquisition (the “Acquisition”) of the entire issued and to be issued share capital of Centessa Pharmaceuticals plc, a public limited company registered in England and Wales (the “Company” or “Centessa”) by Eli Lilly and Company (“Parent” or “Lilly”), by means of a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act of 2006 (the “Scheme of Arrangement”), pursuant to the Transaction Agreement, dated March 31, 2026 (the “Transaction Agreement”), by and among Centessa, Lilly and LDH XV Corporation.
The mandatory antitrust waiting period under the Hart-Scott-Rodino Act has expired for Eli Lilly's acquisition of Centessa. This satisfies one of the key regulatory conditions required to close the transaction. The acquisition was originally announced via a transaction agreement dated March 31, 2026, and will be implemented through a UK court-sanctioned scheme of arrangement.
Added in current filing · verify on EDGAR →
The closing of the Acquisition remains subject to other customary closing conditions set forth in the Transaction Agreement, including receipt of approval of Centessa’s shareholders and the sanction by the High Court of Justice of England and Wales of the Scheme of Arrangement and delivery of the court order to the Registrar of Companies in England and Wales.
Despite the HSR Act clearance, the acquisition cannot close until Centessa shareholders vote to approve the transaction and the UK High Court sanctions the scheme of arrangement. These are standard requirements for UK scheme-based acquisitions but represent material conditions that must still be satisfied before Lilly can complete its purchase of Centessa.
Added in current filing · verify on EDGAR →
In connection with the proposed Acquisition, the Company filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) on May 7, 2026 (the “Proxy Statement”), which was mailed to the Company’s shareholders.
Centessa filed its definitive proxy statement with the SEC on May 7, 2026, and has distributed it to shareholders. This document contains the information shareholders need to vote on the acquisition and includes the explanatory statement required under UK Companies Act 2006 for the scheme of arrangement.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 27, 2026 · How we verify