NASDAQ: CNTA Centessa Pharmaceuticals plc 8-K

Centessa shareholders overwhelmingly approve Eli Lilly acquisition; court hearing set for June 22

Filed June 12, 2026 · Period ending June 12, 2026 · ~1 min read

Key Changes

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Shareholders approved Lilly's acquisition of Centessa with 99.98% voting in favor (126.7M for vs 23K against). All seven shareholders of record voted yes, meeting UK statutory thresholds for the scheme of arrangement.

Item 5.07: Scheme Meeting Results verify on EDGAR →
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Court hearing to sanction the acquisition scheme scheduled for June 22, 2026 at Royal Courts of Justice in London. This is the final regulatory step before the transaction can close.

Item 8.01: Court Sanction Hearing verify on EDGAR →
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Shareholders authorized the board to take all necessary actions to implement the Lilly deal, including filing court orders and amending company articles (126.7M votes for).

Item 5.07: Company GM Resolution verify on EDGAR →
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Standard acquisition risks disclosed: court may not approve the scheme, closing conditions may not be satisfied, or transaction could be delayed or fail. CVR holders may not receive payments if milestones aren't achieved.

Item 8.01: Risk Factors verify on EDGAR →
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Three directors re-elected at annual meeting (Stuckley, Zbar, Hukkelhoven) and KPMG reappointed as auditor—largely procedural given pending acquisition.

Item 5.07: Annual Meeting verify on EDGAR →

Summary

Centessa shareholders have delivered overwhelming approval for Eli Lilly's acquisition of the company, with 99.98% of votes cast supporting the transaction through a UK scheme of arrangement. The vote clears the critical shareholder hurdle, with all seven shareholders of record voting in favor and meeting the statutory requirement of a majority in number representing at least 75% in value.

Shareholders also authorized management to take all necessary steps to complete the deal, including amending corporate documents and filing court orders. The transaction now moves to its final regulatory step: a court sanction hearing scheduled for June 22, 2026 in London. If the High Court of Justice approves the scheme, the acquisition can proceed to closing.

While standard risks remain—including the possibility the court doesn't approve the scheme or closing conditions aren't met—the near-unanimous shareholder support significantly de-risks the transaction from a governance perspective. Retail holders should monitor news from the June 22 court hearing. Approval would likely trigger the final closing mechanics, including any contingent value rights (CVRs) tied to future milestones. The concurrent annual meeting results—director re-elections and auditor appointments—are largely procedural given the company will soon be absorbed into Lilly's organization.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~1,200 words

Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.

5 Added

Added Lilly acquisition approval high

Added in current filing · verify on EDGAR →

On June 12, 2026, Centessa Pharmaceuticals plc (the “Company” or “Centessa”) held a meeting of shareholders convened with the permission of the High Court of Justice of England and Wales (the “Court” and, such meeting, the “Scheme Meeting”) and a general meeting of shareholders (the “Company GM” and, together with the Scheme Meeting, the “Shareholder Meetings”), in each case in connection with the previously announced transaction whereby LDH XV Corporation, a Delaware corporation and direct wholly owned subsidiary of Eli Lilly and Company, an Indiana corporation (“Parent” or “Lilly”), will acquire the entire issued and to be issued share capital of Centessa (the “Acquisition”), by means of a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement”).

Centessa shareholders voted to approve Eli Lilly's acquisition of the entire company through a UK court-sanctioned scheme of arrangement. The Scheme Proposal passed with 126,653,456 votes for and only 23,007 against, representing over 99.9% approval. This is the final shareholder approval step before the acquisition closes, pending court sanction.

Added Scheme Meeting vote results high

Added in current filing · verify on EDGAR →

Centessa’s shareholders approved the Scheme Proposal with the following voting results: For | Against | 126,653,456 | 23,007 In addition, of the seven shareholders of record voting on the proposal, all seven shareholders, or 100%, voted in favor of the proposal and no shareholders voted against the proposal. Accordingly, the votes cast for the proposal represent a majority in number representing not less than 75% in value of the members present and voting (either in person or by proxy) at the Scheme Meeting.

The Scheme of Arrangement received overwhelming shareholder support with 126,653,456 votes for versus 23,007 against. Critically, all seven shareholders of record (100%) voted in favor, meeting the UK statutory requirement of a majority in number representing at least 75% in value. This clears the shareholder approval threshold for the Lilly acquisition.

Added Company GM authorization high

Added in current filing · verify on EDGAR →

Company Shareholder Resolution: To (i) authorize the board of directors of the Company (or a duly authorized committee of the directors) to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect, including (but not limited to) delivering the Court Order to the Registrar of Companies in England and Wales if the Court Order is obtained and (ii) with effect from the passing of this resolution, amend the Company Articles as set out in the Notice of Company GM. Centessa’s shareholders approved the Company Shareholder Resolution with the following voting results: For | Against | Withheld | 126,658,949 | 11,515 | 5,999

Shareholders authorized the board to take all necessary actions to implement the Lilly acquisition, including filing court orders and amending company articles. The resolution passed with 126,658,949 votes for, 11,515 against, and 5,999 withheld. This grants management the operational authority to complete the transaction once court approval is obtained.

Show 2 minor / wording changes

Added Annual meeting director elections low

Added in current filing · verify on EDGAR →

To re-appoint as a director Carol Stuckley, M.B.A., who retires by rotation in accordance with the Company’s articles of association. 123,881,793 | 274,511 | 10,412,947 | — To re-appoint as a director Brett Zbar, M.D., who retires by rotation in accordance with the Company’s articles of association. 122,561,168 | 1,595,173 | 10,412,910 | — To re-appoint as a director Mathias Hukkelhoven, Ph.D., who retires by rotation in accordance with the Company’s articles of association. 105,704,743 | 18,450,673 | 10,413,835

At the concurrent annual meeting, shareholders re-elected three directors retiring by rotation: Carol Stuckley (123.9M for), Brett Zbar (122.6M for), and Mathias Hukkelhoven (105.7M for). Hukkelhoven received notably more opposition votes (18.5M against) than the other directors. These elections are largely procedural given the pending Lilly acquisition.

Added Auditor appointments low

Added in current filing · verify on EDGAR →

To re-appoint KPMG LLP, a United Kingdom entity, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next meeting at which the Company’s annual accounts and reports are laid before the Company. 134,492,051 | 65,007 | 12,193 | — To ratify the re-appointment of KPMG LLP, a Delaware limited liability partnership, as the Company’s independent registered public accounting firm, for the financial year ending December 31, 2026. 134,537,341 | 19,714 | 12,196

Shareholders approved the re-appointment of KPMG entities as both UK statutory auditors and US independent registered public accounting firm for 2026, with over 99.9% approval for each. The Audit Committee was also authorized to set auditor compensation. These are routine annual approvals.

Event · Item 8.01 — Other Events

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Centessa announces Court Sanction Hearing for Scheme of Arrangement scheduled June 22, 2026 in London; confirms UK Takeover Code does not apply.

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Added Court Sanction Hearing for Scheme of Arrangement high

Added in current filing · verify on EDGAR →

The hearing at which the Court will be asked to sanction the Scheme of Arrangement (the “Court Sanction Hearing”) is currently scheduled for June 22, 2026 and will be held at The Royal Courts of Justice, The Rolls Building, 7 Rolls Buildings, London EC4A 1NL, United Kingdom.

Centessa has scheduled a court hearing for June 22, 2026 in London where the Court will be asked to approve a Scheme of Arrangement, which is a UK legal mechanism typically used to implement mergers or acquisitions. Shareholders are entitled to attend the hearing in person or through counsel. This is a procedural step toward completing a previously announced acquisition transaction.

Added Acquisition transaction risks medium

Added in current filing · verify on EDGAR →

These risks and uncertainties include, but are not limited to: the Scheme of Arrangement implementing the Acquisition is not sanctioned by the Court; a condition to closing of the Acquisition may not be satisfied (or waived); the ability of each party to consummate the Acquisition; the closing of the Acquisition might be delayed or not occur at all

The filing discloses standard acquisition-related risks including the possibility that the Court may not approve the Scheme of Arrangement, closing conditions may not be satisfied, or the transaction may be delayed or fail to close entirely. The filing also mentions CVRs (contingent value rights) where holders may not receive payments if milestones are not achieved.

Show 1 minor / wording change

Added UK Takeover Code applicability low

Added in current filing · verify on EDGAR →

Centessa Pharmaceuticals plc is not a company subject to regulation under the United Kingdom City Code on Takeovers and Mergers (the “UK Takeover Code”), therefore no dealing disclosures are required to be made under Rule 8 of the UK Takeover Code by shareholders of the Company or Parent.

The company clarifies that it is not subject to the UK Takeover Code, meaning shareholders and the acquiring parent company are not required to make dealing disclosures under Rule 8 of that code. This is a technical clarification about regulatory obligations during the acquisition process.