ARYA Sciences Acquisition Corporation II
PROPOSED BUSINESS COMBINATION: Cerevel Therapeutics
ESTIMATED CURRENT FUNDS in TRUST: $149.6 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.00*
ENTERPRISE VALUE: $847.4 million
*SPACInsider estimate a/o 10-17-20
ARYA Sciences Acquisition Corp. II proposes to combine with Cerevel Therapeutics, Inc., a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases. Completion of the transaction is expected by the fourth quarter of 2020.
In addition to the approximately $150 million held in Arya II’s trust account (assuming no redemptions are effected), a group of premier healthcare investors has committed to participate in the transaction through a common stock PIPE of approximately $320 million at $10 per share. Investors in the PIPE include lead investor Perceptive Advisors, an affiliate of Arya II’s sponsor, 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.
Proceeds of the business combination and PIPE will be used to support Cerevel Therapeutics’ research and development programs, including:
- CVL-231, a positive allosteric modulator, or PAM, that selectively targets M4, the muscarinic acetylcholine 4 receptor subtype. Cerevel Therapeutics is currently in an ongoing Phase 1b multiple ascending dose trial for the treatment of patients with schizophrenia, with data expected in the second half of 2021.
- CVL-865, a PAM that selectively targets the alpha-2/3/5 subunits of the GABAA receptor. Based on previous results, Cerevel Therapeutics plans to initiate a Phase 2 proof-of-concept trial for drug-resistant focal onset epilepsy in the second half of 2020, with data expected in the second half of 2022. Cerevel Therapeutics also plans to initiate a Phase 1 proof-of-principle trial of CVL-865 for acute anxiety in the second half of 2020, with data expected in the second half of 2021.
- Tavapadon, a selective dopamine D1/D5 partial agonist which will be evaluated in several Phase 3 clinical trials for the treatment of early- and late-stage Parkinson’s disease both as a monotherapy and an adjunct to levodopa in patients experiencing motor fluctuations. Cerevel Therapeutics initiated a registration-directed Phase 3 program for tavapadon beginning in January 2020, which will include two trials in early-stage Parkinson’s, one trial in late-stage Parkinson’s and an open-label safety extension trial. Initial data readouts from the Phase 3 program are expected in the first half of 2023.
Cerevel Therapeutics will also use the funding, in part, to:
- Further develop its other ongoing clinical programs and preclinical portfolio with potential to address a range of neuroscience diseases, including apathy in patients with Alzheimer’s dementia and substance use disorder;
- Opportunistically expand its current pipeline programs into synergistic indications supported by compelling scientific and medical rationale;
- Utilize the latest drug discovery and genomics technologies, such as artificial intelligence and DNA-encoded chemical libraries, to efficiently identify new therapeutic molecules, including those with disease-modifying potential; and
- Bolster the continued build-out of internal discovery capabilities, enhance business development activities and support general corporate activities.
TRANSACTION
- 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 $780 million.
- Current shareholders of Arya II are converting their ordinary shares and warrants of Arya II into common stock and warrants of the Combined Company on a one for one basis.
- Assuming that no Arya II shareholders elect to redeem their shares and no Arya II warrants are exercised, and taking into account their participation in the PIPE, Bain Capital and Pfizer Inc., the current shareholders of Cerevel Therapeutics, will own approximately 69% of the Combined Company after closing.
- Assuming a share price of $10.00 per share, the Combined Company is expected to have an initial market capitalization of approximately $1.3 billion with a PF enterprise value of $847.4 million
- Upon closing, it is expected that the Combined Company’s common stock will be publicly traded on the Nasdaq Capital Market under the ticker symbol “CERE.”
PIPE
Investors in the PIPE include lead investor Perceptive Advisors, an affiliate of Arya II’s sponsor, 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.
- An aggregate of 32,000,000 shares of ARYA Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $320,000,000
- The Bain Shareholder has pre-funded $25,000,000 of its $100,000,000 subscription amount.
NOTABLE CONDITIONS TO CLOSING
- The aggregate cash proceeds from ARYA’s trust account, together with the proceeds from the PIPE Financing, equaling no less than $250,000,000 (after deducting any amounts paid to ARYA shareholders that exercise their redemption rights in connection with the Business Combination and net of ARYA’s unpaid transaction expenses and ARYA’s unpaid liabilities)
- There being immediately following the closing of the Business Combination, to the knowledge of ARYA, no single beneficial owner of shares of ARYA Common Stock (other than the Bain Shareholder, the Pfizer Shareholder or the Perceptive Shareholder) of greater than 9.9% and no three beneficial owners of shares of ARYA Common Stock (other than the Bain Shareholder, the Pfizer Shareholder and the Perceptive Shareholder) of greater than 25%
NOTABLE CONDITIONS TO TERMINATION
- By either ARYA or Cerevel if the Business Combination is not consummated by December 31, 2020
ADVISORS
- Morgan Stanley is acting as lead capital markets advisor to Cerevel Therapeutics
- 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.
ARYA SCIENCES II MANAGEMENT & BOARD
Executive Officers
Adam Stone, 40
CEO and Director
Mr. Stone joined Perceptive Advisors in 2006 and has acted as Chief Investment Officer since 2012 and is a member of the internal investment committees of Perceptive Advisors’ credit opportunities and venture funds. Mr. Stone currently also serves on the boards of directors of ARYA Sciences Acquisition Corp. (Nasdaq: ARYA), Solid Biosciences (Nasdaq: SLDB), Renovia, and Xontogeny, which are portfolio companies of Perceptive Advisors. Prior to joining Perceptive Advisors, Mr. Stone was a Senior Analyst at Ursus Capital from 2001 to 2006 where he focused on biotechnology and specialty pharmaceuticals. During Mr. Stone’s tenure at Ursus Capital, Mr. Stone focused on biotech and specialty pharmaceuticals. Mr. Stone graduated with honors from Princeton University with a BA in molecular biology.
Michael Altman, 38
CFO & Director
Mr. Altman joined Perceptive Advisors in 2007, is a Managing Director on the investment team and is a member of the internal investment committee of Perceptive Advisors’ credit opportunities fund. Mr. Altman’s focus is on medical devices, diagnostics, digital health and specialty pharmaceuticals. Mr. Altman also serves on the boards of directors of Vitruvius Therapeutics and Lyra Therapeutics, which are portfolio companies of Perceptive Advisors. Mr. Altman also serves on the board of ARYA Sciences Acquisition Corp. (Nasdaq: ARYA). Prior to joining Perceptive Advisors in, Mr. Altman was a trader and analyst at First New York Securities from 2005 to 2007. Mr. Altman graduated from the University of Vermont with a BS in Business Administration.
Konstantin Poukalov, 36
Chief Business Officer
Mr. Poukalov joined Perceptive Advisors in 2019 and is a Managing Director at Perceptive Advisors focused on various strategies across the Perceptive platforms. Mr. Poukalov also serves on the boards of directors of Lyra Therapeutics (Nasdaq: LYRA), Landos Biopharma, Inc. and LianBio, which are portfolio companies of Perceptive Advisors. Prior to joining Perceptive, Mr. Poukalov served as Executive Vice President and Officer of Kadmon Holdings (NYSE: KDMN) from 2014 to 2018. From 2012 to 2014, Mr. Poukalov served as Kadmon’s Vice President, Strategic Operations. Prior to joining Kadmon, Mr. Poukalov was a member of the healthcare investment banking group at Jefferies LLC from 2009 to 2012, focusing on companies across the life sciences and biotechnology sectors. Prior to Jefferies, Mr. Poukalov was a member of UBS Investment Bank, focusing on the healthcare industry, from 2006 to 2009. Mr. Poukalov graduated from Stony Brook University with a Bachelor of Engineering in Electrical Engineering.
Board of Directors
Joseph Edelman, 64
Chairman
Mr. Edelman is Founder, Chief Executive Officer and Portfolio Manager of Perceptive Advisors. He has also served as Chairman of the board of directors of ARYA Sciences Acquisition Corp. since July 2018. Prior to founding Perceptive Advisors, Mr. Edelman was a Senior Analyst at Aries Fund, a Paramount Capital Asset Management biotechnology hedge fund, from 1994 through 1998. Prior to that position, Mr. Edelman was a Senior Biotechnology Analyst at Prudential Securities from 1990 to 1994. Mr. Edelman started his career in the healthcare sector of the securities industry as a Biotechnology Analyst at Labe, Simpson from 1987 to 1990. Mr. Edelman earned an MBA from New York University and a BA, magna cum laude, in psychology from the University of California San Diego.
Jake Bauer, 41
Director
Mr. Bauer has served as the Chief Business Officer of MyoKardia, Inc since April 2018 and as the Senior Vice President, Finance and Corporate Development and Principal Financial Officer of MyoKardia, Inc from July 2016 to April 2018. Prior to, he also served as the Vice President, Business Development and Business Operations of MyoKardia, Inc since July 2014. Mr. Bauer also currently serves on the board of directors of Phoenix Tissue Repair, Inc. Prior to joining MyoKardia, Inc, Mr. Bauer was Vice President, Business Operations and head of corporate development at Ablexis, LLC (“Ablexis”), a biotechnology company, from 2011 to July 2014. At Ablexis, he led the development and implementation of the company’s corporate strategy and business development activities and oversaw business operations. Prior to Ablexis, Mr. Bauer was a principal at Third Rock Ventures from 2007 to 2011, where he identified, evaluated and developed new opportunities for investment, assisted with startup, corporate development and operations of portfolio companies, and negotiated financings. While at Third Rock Ventures, he was actively involved in a variety of leading biopharmaceutical companies including Agios Pharmaceuticals, Inc., CytomX Therapeutics Inc., and Global Blood Therapeutics, Inc. Prior to Third Rock Ventures, Mr. Bauer served in roles in the investment group at Royalty Pharma AG and the business development group at Endo Pharmaceuticals Inc. and was previously a management consultant at Putnam Associates. Mr. Bauer holds a BS in biology and a BA in economics from Duke University and an MBA from Harvard Business School.
Chad Robins, 46
Director
Mr. Robins co-founded Adaptive Biotechnologies Corporation (Nasdaq: ADPT) in September 2009 and has served as its Chief Executive Officer and director since incorporation. He has also served on the board of directors of Life Science Washington since January 2017 and Headlight Technologies, Inc. since July 2014. He also co-founded and served on the board of directors for Aortica Corporation from October 2014 to November 2019. Mr. Robins holds an MBA from The Wharton School at the University of Pennsylvania and a BS in Managerial Economics from Cornell University.
Dr. Todd Wider, 55
Director
Dr. Wider is an active, honorary member of the medical staff of Mount Sinai Hospital in New York, where he worked for over 20 years, and is a plastic and reconstructive surgeon who focused on cancer surgery. Dr. Wider has served on the board of directors of Abeona Therapeutics since , Inc. (Nasdaq: ABEO) since May 2015 and ARYA Sciences Acquisition Corp. (Nasdaq: ARYA) since October 2018. Dr. Wider also is the Executive Chairman of Emendo Biotherapeutics, which focuses on highly specific and differentiated gene editing. Dr. Wider previously consulted with a number of entities in the biotechnology space. Dr. Wider received an MD from Columbia College of Physicians and Surgeons, where he was Rudin Fellow, and an AB, with high honors and Phi Beta Kappa, from Princeton University. He did his residency in general surgery and plastic and reconstructive surgery at Columbia Presbyterian Medical Center, and postdoctoral fellowships in complex reconstructive surgery at Memorial Sloan Kettering Cancer Center, where he was Chief Microsurgery Fellow, and in craniofacial surgery at the University of Miami. Dr. Wider is also a principal in Wider Film Projects, a documentary film company focusing on producing films with sociopolitical resonance.