Lilly Acquires Centessa, Our Business Partner | Nxera Pharma Co.,Ltd. (4565) timely disclosure

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This transaction

Acquisition agreement

CounterpartyEli Lilly and Company (Lilly), Centessa Pharmaceuticals Limited (Centessa)

Disclosing companyNxera Pharma Co.,Ltd.

Centessa Pharmaceuticals LimitedSubject of this transaction

Target company

Centessa's series of OX2 agonists, including cleminorexton/ORX750, ORX142 and ORX489, designed to treat a broad range of disorders related to sleep and wakefulness

Impact on Business Performance

There will be no impact on consolidated results for the fiscal year ending December 2026, but we believe this transaction will contribute to growth in our business revenue and corporate value over the medium to long term.

Procedures and assumptions

Management structure after acquisitionWe expect further progress under Lilly's ownership. Details regarding the corporate name, representative and treatment of employees have not been disclosed.

This transaction
Item	Details
Transaction name	Acquisition agreement
Counterparty name	Eli Lilly and Company (Lilly), Centessa Pharmaceuticals Limited (Centessa)
Name of the Subject Company	Centessa Pharmaceuticals Limited
Business Description of the Subject Company	Centessa's series of OX2 agonists, including cleminorexton/ORX750, ORX142 and ORX489, designed to treat a broad range of disorders related to sleep and wakefulness
Impact on Business Performance	There will be no impact on consolidated results for the fiscal year ending December 2026, but we believe this transaction will contribute to growth in our business revenue and corporate value over the medium to long term.
Management structure after acquisition	We expect further progress under Lilly's ownership. Details regarding the corporate name, representative and treatment of employees have not been disclosed.

Items this document does not state (26)

Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateExecution Date / Effective DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Through the acquisition, Lilly will acquire Centessa's series of OX2 agonists, designed to treat a broad range of disorders related to sleep and wakefulness. No detailed purpose or background for the acquisition itself has been disclosed.

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