Ropes & Gray Advises Bain Capital in Business Combination between Cerevel Therapeutics and Arya Sciences

Ropes & Gray advised Bain Capital in Cerevel Therapeutics’ business combination agreement with Arya Sciences. The transaction was announced on July 30. The press release is here.

Cerevel is dedicated to unraveling the mysteries of the brain to treat neuroscience diseases. Arya Sciences Acquisition Corp II (Arya II) is a special purpose acquisition company or SPAC, sponsored by Perceptive Advisors. Bain Capital, Perceptive Advisors, Pfizer Inc. and other top-tier healthcare investors have committed to participate in the transaction through a common stock PIPE of approximately $320 million. Upon closing of the transaction, Arya II will re-domicile as a Delaware corporation to be renamed Cerevel Therapeutics Holdings, Inc., and its common stock is expected to be listed on Nasdaq under the ticker symbol “CERE.” The business combination is expected to be completed by the fourth quarter of 2020.

Bain Capital is an existing shareholder in Cerevel Therapeutics.

The Ropes & Gray team that represented Bain Capital was led by mergers & acquisitions partner Thomas Holden (San Francisco) and life sciences partner Michael Beauvais, and included mergers & acquisitions partner Thomas Fraser, private equity associates Martin Pepeljugoski and Michael Palermo, tax partner Amanda Holt and tax associate Alyssa Kollmeyer, executive compensation & benefits partner Renata Ferrari and employment, executive compensation & benefits partner Megan Bisk (all of Boston).