Centessa Pharmaceuticals Announces HSR Act Clearance for Acquisition by Eli Lilly

On May 21, 2026, Centessa Pharmaceuticals plc announced the expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 regarding its acquisition by Eli Lilly and Company. This expiration satisfies a key regulatory condition for the transaction, which was originally announced on March 31, 2026. Under the terms of the agreement, Eli Lilly will acquire Centessa's entire issued and to-be-issued share capital through a court-sanctioned scheme of arrangement under UK law. Despite the HSR clearance, the closing of the acquisition remains subject to several customary conditions. These include obtaining approval from Centessa's shareholders and receiving the formal sanction of the High Court of Justice of England and Wales. Centessa clarified that it is not subject to the UK Takeover Code, meaning specific dealing disclosures under Rule 8 are not required. The company previously filed a definitive proxy statement on May 7, 2026, to provide shareholders with detailed information ahead of the vote. The transaction involves LDH XV Corporation, a subsidiary of Lilly.