AAA Cerevel seeks reverse merger

Cerevel seeks reverse merger

Cerevel Therapeutics, a US-based developer of treatments for central nervous system disorders backed by pharmaceutical firm Pfizer, yesterday announced its intention to undertake a reverse merger with Arya Sciences Acquisition Corp II.

A group of investors, including Pfizer, are set to invest $320m through a private investment in public equity (Pipe) deal that will be led by Perceptive Advisors.

The Pipe transaction will also be backed by Adage Capital Management, Ally Bridge Group, Boxer Capital, EcoR1 Capital, Federated Hermes Kaufmann Small Cap Fund, Fidelity, Invus Public Equities, Novalis LifeSciences and RA Capital Management.

Funds managed by Rock Springs Capital, Sphera Healthcare, Surveyor Capital, funds and accounts managed by T. Rowe Price Associates and Bain Capital will also participate in the Pipe deal, which will be in addition to approximately $150m already held in Arya II’s trust account.

Pfizer and Bain Capital will hold a 69% stake in Cerevel, which is expected to have a market cap of $1.3bn.

Cerevel is working on therapies for neuroscience conditions such as schizophrenia, epilepsy, Parkinson’s disease and substance use disorder. It was co-founded by Pfizer and Bain Capital in late 2018 to commercialise several assets licensed from the former.

Pfizer and Bain Capital supplied $350m in funding at Cerevel’s launch, with the latter investing through funds affiliated with Bain Capital Private Equity and Bain Capital Life Sciences. Pfizer took a 25% stake in the business at the time.

Cerevel will use the proceeds from its merger and Pipe deal to fund the development of multiple clinical-stage drug candidates – a proposed treatment for schizophrenia, a potential therapy for epilepsy and a possible treatment for Parkinson’s disease.

The money will also drive the development and expansion of the company’s remaining clinical and preclinical pipeline.

The reverse merger is expected to close by the fourth quarter of the year, subject to approval of Arya II’s shareholders and customary closing conditions. Upon completion, Arya II will rebrand to Cerevel Therapeutics and trade on Nasdaq under the ticker symbol CERE.

By Thierry Heles

Thierry Heles is editor-at-large of Global University Venturing and Global Corporate Venturing, and host of the Beyond the Breakthrough podcast.

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