Centessa Pharmaceuticals Faces Investor Scrutiny Over Proposed Eli Lilly Acquisition

Law firm investigates if $38 cash offer plus contingent value rights adequately values the company.

Apr. 1, 2026 at 2:19am

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The law firm of Kahn Swick & Foti, LLC (KSF) is investigating the proposed $38 per share cash acquisition of Centessa Pharmaceuticals by Eli Lilly and Company, plus additional contingent value rights of up to $9 per share. KSF is seeking to determine if this consideration and the sale process are adequate, or if Centessa is being undervalued.

Why it matters

Centessa Pharmaceuticals is a clinical-stage biopharmaceutical company focused on developing innovative medicines. The proposed acquisition by pharmaceutical giant Eli Lilly would represent a significant liquidity event for Centessa shareholders, but the investigation by KSF suggests the terms may not fully reflect the company's value.

The details

Under the proposed deal, Centessa shareholders would receive $38 in cash per share plus one non-transferrable contingent value right entitling the holder to receive up to an additional $9 per share subject to the achievement of certain milestones. KSF is examining whether this consideration and the process that led to the transaction are adequate, or if Centessa is being undervalued.

  • The proposed acquisition was announced on March 31, 2026.

The players

Centessa Pharmaceuticals plc

A clinical-stage biopharmaceutical company focused on developing innovative medicines.

Eli Lilly and Company

A global pharmaceutical company that develops and markets drugs in various therapeutic areas.

Kahn Swick & Foti, LLC

A law firm investigating the proposed acquisition of Centessa Pharmaceuticals by Eli Lilly.

Charles C. Foti, Jr.

Former Attorney General of Louisiana and a partner at Kahn Swick & Foti, LLC.

Lewis S. Kahn

Managing Partner at Kahn Swick & Foti, LLC.

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What they’re saying

“We are seeking to determine whether this consideration and the process that led to it are adequate, or whether the consideration undervalues the Company.”

— Lewis S. Kahn, Managing Partner, Kahn Swick & Foti, LLC

What’s next

KSF will continue its investigation to determine if the proposed acquisition terms are fair to Centessa shareholders. The deal is subject to customary closing conditions and regulatory approvals.

The takeaway

The investigation by KSF suggests that Centessa shareholders may not be receiving full value for their shares in the proposed Eli Lilly acquisition, raising concerns about the adequacy of the sale process and consideration. This highlights the importance of shareholder scrutiny in major corporate transactions.