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Cerevel Therapeutics to Combine with Arya Sciences Acquisition Corp II to Advance Neuroscience Drug Development Pipeline
Monday 03 August 2020

Boston, US-based neuroscience drug company Cerevel Therapeutics, Inc. and New York-based Arya Sciences acquisition Corp II (NASDAQ: ARYBU), a special purpose acquisition company or SPAC, sponsored by Perceptive Advisors, have entered into a definitive business combination agreement, the companies said.

Upon completion of the business combination, a combined USD 445m of expected net proceeds from the PIPE and cash held in Arya II's trust account will be used to advance development of Cerevel Therapeutics' diverse neuroscience pipeline, including potential treatments for schizophrenia, epilepsy, and Parkinson's disease.

Upon closing of the transaction, Arya II will redomicile as a Delaware corporation, be renamed Cerevel Therapeutics Holdings, Inc. and its common stock is expected to be listed on NASDAQ under the ticker symbol CERE.

In addition to the approximately USD 150m held in Arya II's trust account, a group of premier healthcare investors, led by Bain Capital, Perceptive Advisors, Pfizer Inc. and other top-tier healthcare investors, has committed to participate in the transaction through a common stock PIPE of approximately USD 320m at USD 10 per share.

Other Investors in the PIPE include Adage Capital Management, Ally Bridge Group, Boxer Capital, EcoR1 Capital, Federated Hermes Kaufmann Small Cap Fund, Fidelity Management and Research company, LLC, Invus Public Equities, L.P., Novalis LifeSciences, RA Capital Management, funds managed by Rock Springs Capital, Sphera Healthcare, Surveyor Capital (a Citadel company), funds and accounts managed by T. Rowe Price Associates, Inc.

The combined company is expected to receive net proceeds of approximately USD 445m at the closing of the transaction and will continue to operate under the Cerevel Therapeutics management team, led by chairperson and chief executive officer Tony Coles, M.D.

The boards of directors of both Arya II and Cerevel Therapeutics have approved the proposed transaction. Completion of the transaction, which is expected by the fourth quarter of 2020, is subject to approval of Arya II's shareholders and the satisfaction or waiver of certain other customary closing conditions.

Proceeds of the business combination and PIPE will be used to support Cerevel Therapeutics' research and development programmes, including:

Current Cerevel Therapeutics shareholders and holders of vested equity awards are converting 100% of their existing equity interests into shares or equivalent awards of the Combined company at an implied Cerevel Therapeutics equity value of USD 780m.

Morgan Stanley is acting as lead capital markets advisor to Cerevel Therapeutics, with Evercore and Stifel also acting as capital markets advisors to Cerevel Therapeutics. Jefferies LLC and Goldman Sachs and Co. LLC are acting as financial and capital markets advisors to Arya II as well as private placement agents.

Goodwin Procter LLP is acting as legal counsel to Cerevel Therapeutics. Kirkland and Ellis LLP is acting as legal counsel to Arya II. Ropes and Gray LLP is acting as legal advisor to Bain Capital.

Cerevel Therapeutics has a diversified pipeline comprising five clinical-stage investigational therapies and several preclinical compounds with the potential to treat a range of neuroscience diseases, including schizophrenia, epilepsy, Parkinson's disease, and substance use disorder.
Date Published: 03/08/2020