Ademi Firm Investigates Centessa Pharmaceuticals Buyout Price

Shareholders may not be receiving fair value in Lilly's $38 per share acquisition offer.

Apr. 7, 2026 at 12:01pm

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A minimalist studio photograph featuring a stack of legal documents, a gavel, and a calculator arranged on a clean white background, conceptually representing the abstract corporate strategy and financial implications of the Centessa Pharmaceuticals acquisition.A meticulous still life captures the complex financial and legal considerations behind Eli Lilly's proposed acquisition of Centessa Pharmaceuticals.Today in Milwaukee

The Ademi law firm is investigating whether the board of directors of Centessa Pharmaceuticals plc is fulfilling its fiduciary duties to shareholders in the company's recently announced $38 per share acquisition by Eli Lilly. The investigation focuses on whether Centessa shareholders are receiving a fair price, as the deal also includes contingent value rights worth up to an additional $9 per share tied to future regulatory approvals.

Why it matters

Mergers and acquisitions involving public companies often raise concerns about whether shareholders are receiving the best possible price, especially when insiders and executives stand to benefit substantially from change-of-control arrangements. Ademi's investigation aims to determine if Centessa's board acted in the best interests of all shareholders in agreeing to this transaction.

The details

Under the terms of the deal, Centessa stockholders will receive $38 per share in cash plus contingent value rights worth up to an additional $9 per share. The contingent value rights entitle holders to receive up to three milestone payments tied to future FDA approvals for certain drug indications. However, the transaction agreement also includes provisions that limit Centessa's ability to entertain competing bids, which could impact the final price paid to shareholders.

  • The acquisition of Centessa Pharmaceuticals by Eli Lilly was announced on April 7, 2026.

The players

Centessa Pharmaceuticals plc

A clinical-stage pharmaceutical company focused on developing a diverse portfolio of assets.

Eli Lilly and Company

A global pharmaceutical company that develops and markets drugs for a wide range of medical conditions.

Ademi LLP

A law firm that specializes in shareholder litigation involving mergers, acquisitions, and individual shareholder rights.

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What they’re saying

“We are investigating the conduct of the Centessa board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.”

— Ademi LLP, Law Firm

What’s next

Ademi LLP is encouraging Centessa shareholders to contact the firm to learn more about the investigation and how to potentially join the lawsuit.

The takeaway

This case highlights the importance of public company boards acting in the best interests of all shareholders when considering acquisition offers, especially when the deal includes complex financial structures and potential conflicts of interest.