Cerevel Therapeutics, a company dedicated to unraveling the
mysteries of the brain
to treat neuroscience diseases, announced the
completion of its business combination with Arya Sciences
Acquisition Corp II (Nasdaq: ARYBU; or “Arya II”), a special
purpose acquisition company (SPAC) sponsored by Perceptive
Advisors. Cerevel Therapeutics Holdings, Inc., the resulting
combined company, will commence trading its shares under the symbol
“CERE” and its warrants under the symbol “CEREW” today on the
Nasdaq Capital Market. Net proceeds from this transaction totaled
approximately $440 million, which included funds held in Arya II’s
trust account and the concurrent private investment in public
equity (PIPE) financing. The shareholders of Arya II approved the
transaction on October 26, 2020. The transaction was previously
approved by Cerevel Therapeutics shareholders. Cerevel
Therapeutics’ management team, led by Chairperson and Chief
Executive Officer Tony Coles, M.D., will continue to lead the
combined company.
“At Cerevel, we seek to become the premier neuroscience company
by leveraging our deep expertise and understanding of
neurocircuitry with our focus on receptor selectivity,” said Dr.
Coles, “I want to thank our investors, our employees, our founders
at Bain Capital and Pfizer and our Board for making this
transaction a success and ensuring that we have resources necessary
to develop our extensive pipeline. We seek to transform what is
possible in neuroscience and make a profound difference in the
lives of people with schizophrenia, anxiety, epilepsy and
Parkinson’s disease.”
“We believe Cerevel is positioned to open new frontiers in
neuroscience, making it precisely the type of opportunity that Arya
II was designed to combine with,” said Adam Stone, chief investment
officer of Perceptive Advisors and the chief executive officer of
Arya II. “We are excited about the potential in the Cerevel
pipeline – for both patients and investors. We look forward to
partnering with Tony and his team as they advance their pipeline of
differentiated neuroscience assets.”
About This TransactionOn July
29, 2020, Cerevel Therapeutics, a privately held biotechnology
company, entered into a definitive business combination agreement
with Arya II, a special purpose acquisition company (SPAC)
sponsored by Perceptive Advisors, that was created for the purpose
of entering into a business combination with a selected
biopharmaceutical company and bringing the combined entity to the
Nasdaq Capital Market.
As a result of the business combination, Cerevel Therapeutics
received proceeds of approximately $467 million, prior to
transaction expenses, which includes cash proceeds of approximately
$147 million from Arya II’s trust account (after redemptions of
approximately $2.5 million) and $320 million from PIPE investors
led by Perceptive Advisors, as well as Adage Capital Management,
Ally Bridge Group, Boxer Capital, EcoR1 Capital, Federated Hermes
Kaufmann Small Cap Fund, Fidelity Management & 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., and existing
Cerevel Therapeutics shareholders, including Bain Capital and
Pfizer Inc.
The description of the business combination contained herein is
only a high-level summary and is qualified in its entirety by
reference to the underlying documents filed with the U.S.
Securities and Exchange Commission. A more detailed description of
the terms of the transaction has been provided in a registration
statement on Form S-4 filed with the U.S. Securities and Exchange
Commission by ARYA II.
AdvisorsMorgan 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 & 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 & Ellis LLP is acting
as legal counsel to Arya II. Ropes & Gray LLP is acting as
legal advisor to Bain Capital.
About Cerevel TherapeuticsCerevel Therapeutics
is dedicated to unraveling the mysteries of the brain to treat
neuroscience diseases. The company is tackling neuroscience
diseases with a differentiated approach that combines expertise in
neurocircuitry with a focus on receptor selectivity. 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. Headquartered in Boston, Cerevel
Therapeutics is advancing its current research and development
programs while exploring new modalities through internal research
efforts, external collaborations or potential acquisitions. For
more information, visit www.cerevel.com.
About Arya IIArya II is a
blank check company incorporated as a Cayman Islands exempted
company for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses or entities.
Special Note Regarding Forward-Looking
StatementsThis press release contains forward-looking
statements that are based on management’s beliefs and assumptions
and on information currently available to management. In some
cases, you can identify forward-looking statements by the following
words: “may,” “will,” “could,” “would,” “should,” “expect,”
“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “ongoing” or the negative of
these terms or other comparable terminology, although not all
forward-looking statements contain these words. These statements
involve risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to
be materially different from the information expressed or implied
by these forward-looking statements. Although we believe that we
have a reasonable basis for each forward-looking statement
contained in this press release, we caution you that these
statements are based on a combination of facts and factors
currently known by us and our projections of the future, about
which we cannot be certain. We cannot assure you that the
forward-looking statements in this press release will prove to be
accurate. Furthermore, if the forward-looking statements prove to
be inaccurate, the inaccuracy may be material. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by us or any other person that we will achieve our objectives and
plans in any specified time frame, or at all. The forward-looking
statements in this press release represent our views as of the date
of this press release. We anticipate that subsequent events and
developments will cause our views to change. However, while we may
elect to update these forward-looking statements at some point in
the future, we have no current intention of doing so except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing our views as of
any date subsequent to the date of this press release.
Media Contact:Rachel EidesW2O
purereides@purecommunications.com
Investor Contact:Matthew
CalistriCerevel Therapeuticsmatthew.calistri@cerevel.com
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