Ademi LLP is investigating Centessa (NASDAQ: CNTA) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Lilly.
In the transaction, Centessa stockholders will receive $38.00 per share in cash plus contingent value rights worth up to $9.00 per share. The contingent value rights entitle holders to receive up to three milestone payments: $2.00 upon U.S. FDA approval for narcolepsy type 2 treatment, $5.00 for idiopathic hypersomnia approval, and $2.00 for any indication approval before January 1, 2030. All approvals must occur within five years of transaction closing.
Centessa insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Centessa by imposing a significant penalty if Centessa accepts a competing bid. We are investigating the conduct of the Centessa board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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