Lilly Acquisition Accelerates… Management Sells Shares Amid Major Shareholder Support

In connection with the merger agreement that Centessa Pharmaceuticals plc (NASDAQ: CNTA), Eli Lilly’s acquisition target, signed with Lilly on March 31, Lilly, the company and certain major shareholders entered into a voting agreement under which those shareholders will support the acquisition proposal and oppose any competing bid for all shares they hold or acquire. Until the agreement terminates—aside from limited exceptions—these shareholders will not transfer any shares, will vote in favor of the proposed matters at the related shareholder meeting and will cooperate to ensure the requisite quorum is achieved.

Earlier in mid-March, Centessa’s Chief Business Officer and Chief Human Resources Officer each sold tens of thousands of common shares in the open market under pre-established Rule 10b5-1 trading plans. Each executive realized roughly $2 million (approximately ₩20–30 billion) in cash, while still retaining a stake in the company.

On March 31, Eli Lilly announced it would acquire Centessa for $38 per share in cash plus contingent value rights worth up to $9 per share, for a maximum of $47 per share. The deal’s upfront payment is valued at $6.3 billion, with total consideration—including milestone payments—potentially reaching about $7.8 billion (around ₩10 trillion). That same day, U.S. law firm Ademi launched a shareholder rights investigation to assess whether the offer price is fair and whether Centessa’s board has properly fulfilled its fiduciary duties to shareholders.

Centessa, a clinical-stage biotech based in Boston and London, is developing ORX-750, an orexin-2 receptor agonist targeting sleep disorders such as narcolepsy and idiopathic hypersomnia, as its lead pipeline candidate. As major global pharmaceutical companies expand from obesity and metabolic diseases into sleep and central nervous system disorders, Lilly’s acquisition of Centessa has attracted industry attention as a landmark move to secure a leadership position in next-generation sleep disorder therapies.