- Proposed acquisition adds robust pipeline of assets focused on
best-in-class potential for psychiatric and neurological disorders
where significant unmet needs remain
- Cerevel's clinical-stage pipeline complements AbbVie's current
on-market portfolio and emerging neuroscience pipeline
- Emraclidine has the potential to transform the standard of care
in schizophrenia and other psychiatric conditions
- Transaction valued at $45.00 per
share in cash, for a total equity value of approximately
$8.7 billion
- AbbVie to hold an investor conference call tomorrow,
December 7, at 8:00 a.m. CT
NORTH
CHICAGO, Ill. and CAMBRIDGE,
Mass., Dec. 6, 2023 /PRNewswire/ -- AbbVie Inc.
(NYSE: ABBV) and Cerevel Therapeutics (NASDAQ: CERE) today
announced a definitive agreement under which AbbVie will acquire
Cerevel Therapeutics and its robust neuroscience pipeline of
multiple clinical-stage and preclinical candidates with potential
across several diseases including schizophrenia, Parkinson's
disease (PD), and mood disorders. The acquisition
complements AbbVie's neuroscience portfolio, adding a wide
range of potentially best-in-class assets that may transform
standards of care across psychiatric and neurological disorders
where significant unmet needs remain for patients.
Under the terms of the transaction, AbbVie will acquire all
outstanding shares of Cerevel for $45.00 per share in cash. The transaction values
Cerevel at a total equity value of approximately $8.7 billion. The boards of directors of both
companies have approved the transaction. This transaction is
expected to close in the middle of 2024, subject to Cerevel
shareholder approval, regulatory approvals, and other customary
closing conditions.
"Our existing neuroscience portfolio and our combined pipeline
with Cerevel represents a significant growth opportunity well into
the next decade," said Richard A.
Gonzalez, chairman and chief executive officer, AbbVie.
"AbbVie will leverage its deep commercial capabilities,
international infrastructure, and regulatory and clinical expertise
to deliver substantial shareholder value with multibillion-dollar
sales potential across Cerevel's portfolio of assets."
"Cerevel has always been committed to transforming what is
possible in neuroscience. With AbbVie's long-standing expertise in
developing and commercializing medicines on a global scale,
Cerevel's novel therapies will be well positioned to reach more
people living with neuroscience diseases," said Ron Renaud, president and chief executive
officer, Cerevel Therapeutics. "The talented, passionate, and
dedicated Cerevel team has made great progress over the past five
years in developing our innovative suite of potential medicines,
and we are pleased that AbbVie has recognized the tremendous
potential of our pipeline. This acquisition reinforces the
renaissance we are seeing in neuroscience, and we are proud to be
at the forefront."
Cerevel's late-stage asset emraclidine, a positive allosteric
modulator (PAM) of the muscarinic M4 receptor, is a potential
best-in-class, next-generation antipsychotic that may be effective
in treating schizophrenia patients. Schizophrenia impacts more than
five million people in the G7 (U.S., France, Germany, Italy, Spain,
United Kingdom, and Japan) and a significant opportunity for
treatment innovation remains for new and better tolerated
therapies. In a Phase 1b study,
emraclidine has shown promising efficacy and safety in
schizophrenia and is currently completing two Phase 2 trials that
were designed to be registration enabling. In addition, emraclidine
has potential in dementia-related psychosis in Alzheimer's disease
and PD. Emraclidine is currently in a Phase 1 study in elderly
healthy volunteers in support of a potential Alzheimer's disease
psychosis program.
In addition to emraclidine, Cerevel has multiple assets
advancing in clinical development with best-in-class potential that
are complementary to AbbVie's priority areas within neuroscience.
Tavapadon, a first-in-class dopamine D1/D5 selective partial
agonist for the management of PD, is currently in Phase 3 studies
and has potential for both monotherapy and adjunctive treatment.
Tavapadon's efficacy and safety-tolerability profile could enable
its utility in early PD, becoming a near-term complementary asset
to AbbVie's existing symptomatic therapies for advanced PD.
CVL-354, currently in Phase 1, is a potential best-in-class kappa
opioid receptor (KOR) antagonist that has the potential to provide
significantly improved efficacy and tolerability compared to
existing treatments for major depressive disorder (MDD). Darigabat,
currently in Phase 2, is an alpha 2/3/5 selective GABAA
receptor PAM for treatment-resistant epilepsy and panic
disorder.
Transaction Terms
AbbVie will acquire all outstanding
Cerevel common stock for $45.00 per
share in cash. The proposed transaction is subject to customary
closing conditions, including receipt of regulatory approvals and
approval by Cerevel shareholders. The proposed transaction is
expected to be accretive to adjusted diluted earnings per share
(EPS) beginning in 2030.
AbbVie Conference Call Details
AbbVie will host an
investor conference call tomorrow, December
7, at 8:00 a.m. CT to discuss
this transaction. The call will be webcast through AbbVie's
Investor Relations website at investors.abbvie.com. An archived
edition of the call will be available after 9:00 a.m. CT. Presentation materials for the
investor conference call are available here.
Cerevel Tavapadon Investor Webcast
Due to the pending
transaction with AbbVie, Cerevel will no longer be hosting its
previously scheduled investor webcast to discuss tavapadon on
Monday, December 11, 2023.
Advisors
AbbVie's financial advisor is Morgan Stanley
& Co. LLC and Kirkland & Ellis LLP is serving as legal
advisor. Cerevel Therapeutics' financial advisor is Centerview
Partners LLC and Latham & Watkins LLP is serving as legal
advisor.
About AbbVie in Neuroscience
At AbbVie, our commitment
to preserving personhood of people around the world living with
neurological and psychiatric disorders is unwavering. With more
than three decades of experience in neuroscience, we are providing
meaningful treatment options today and advancing innovation for the
future. AbbVie's Neuroscience portfolio consists of approved
treatments in neurological conditions, including migraine, movement
disorders, and psychiatric disorders, along with a robust pipeline
of transformative therapies. We have made a strong investment in
research and are committed to building a deeper understanding of
neurological and psychiatric disorders. Every challenge makes us
more determined and drives us to discover and deliver advancements
for those impacted by these conditions, their care partners, and
clinicians. For more information, visit www.abbvie.com.
About AbbVie
AbbVie's mission is to discover and
deliver innovative medicines and solutions that solve serious
health issues today and address the medical challenges of tomorrow.
We strive to have a remarkable impact on people's lives across
several key therapeutic areas – immunology, oncology, neuroscience,
and eye care – and products and services in our Allergan Aesthetics
portfolio. For more information about AbbVie, please visit us at
www.abbvie.com. Follow @abbvie on LinkedIn, Facebook, Instagram, X
(formerly Twitter), and YouTube.
About Cerevel Therapeutics
Cerevel Therapeutics is
dedicated to unraveling the mysteries of the brain to treat
neuroscience diseases. The company is tackling diseases by
combining its deep expertise in neurocircuitry with a focus on
targeted receptor subtype selectivity and a differentiated approach
to pharmacology. Cerevel Therapeutics has a diversified pipeline
comprised of five clinical-stage investigational therapies and
several preclinical compounds with the potential to treat a range
of neuroscience diseases, including schizophrenia, Alzheimer's
disease psychosis, epilepsy, panic disorder, and Parkinson's
disease. Headquartered in Cambridge,
Mass., 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.
Forward-Looking Statements
Some statements in this
news release, including those relating to the proposed acquisition
of Cerevel by AbbVie, are, or may be considered, forward-looking
statements for purposes of the Private Securities Litigation Reform
Act of 1995. The words "believe," "expect," "anticipate," "project"
and similar expressions and uses of future or conditional verbs,
generally identify forward-looking statements. AbbVie and Cerevel
caution that these forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ
materially from those expressed or implied in the forward-looking
statements. Such risks and uncertainties include, but are not
limited to, risks related to the satisfaction or waiver of the
conditions to closing the proposed acquisition (including the
failure to obtain necessary regulatory approvals and failure to
obtain the requisite vote by Cerevel shareholders) in the
anticipated timeframe or at all, including the possibility that the
proposed acquisition does not close, the possibility that competing
offers may be made, risks related to the ability to realize the
anticipated benefits of the proposed acquisition, including the
possibility that the expected benefits from the acquisition will
not be realized or will not be realized within the expected time
period, the risk that the businesses will not be integrated
successfully, disruption from the transaction making it more
difficult to maintain business and operational relationships,
negative effects of this announcement or the consummation of the
proposed acquisition on the market price of AbbVie's common stock
and/or operating results, significant transaction costs, unknown
liabilities, the risk of litigation and/or regulatory actions
related to the proposed acquisition or Cerevel's business, risks
related to the financing of the transaction, challenges to
intellectual property, competition from other products,
difficulties inherent in the research and development process,
adverse litigation or government action, and changes to laws and
regulations applicable to our industry. Additional information
about the economic, competitive, governmental, technological and
other factors that may affect AbbVie's and Cerevel's operations is
set forth in Item 1A, "Risk Factors," of AbbVie's 2022 Annual
Report on Form 10-K, which has been filed with the Securities and
Exchange Commission (the "SEC"), as updated by its subsequent
Quarterly Reports on Form 10-Q and in Item 1A, "Risk Factors," of
Cerevel's 2022 Annual Report on Form 10-K, which has been filed
with the SEC, as updated by its subsequent Quarterly Reports on
Form 10-Q, respectively. Neither AbbVie nor Cerevel undertakes any
obligation, and each specifically declines, to release publicly any
revisions to forward-looking statements as a result of subsequent
events or developments, except as required by law.
Additional Information and Where to Find It
This news
release may be deemed solicitation material in respect of the
proposed acquisition of Cerevel. A special shareholder meeting will
be announced soon to obtain Cerevel shareholder approval in
connection with the proposed acquisition. Cerevel expects to file
with the SEC a proxy statement and other relevant documents in
connection with the proposed acquisition. Cerevel shareholders are
urged to read the definitive proxy statement and other relevant
materials carefully and, in their entirety, when they become
available because they will contain important information about
Cerevel and the proposed acquisition. Investors may obtain a free
copy of these materials (when they are available) and other
documents filed by Cerevel with the SEC at the SEC's website at
www.sec.gov, and at Cerevel's website at www.cerevel.com.
No Offer or Solicitation
This news release is for
information purposes only and is not intended to and does not
constitute, or form part of, an offer, invitation or the
solicitation of an offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the proposed transaction or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law.
Participants in the Solicitation
Cerevel and its
directors, executive officers and certain employees and other
persons may be deemed to be participants in soliciting proxies from
its shareholders in connection with the proposed acquisition.
Information regarding Cerevel's directors and executive officers is
set forth in Cerevel's proxy statement on Schedule 14A for its 2023
Annual Meeting of Stockholders, which was filed with the SEC on
April 28, 2023, and in Cerevel's
Current Reports on Form 8-K filed with the SEC on May 3, 2023 and May 10,
2023. Additional information regarding the persons who may,
under the rules of the SEC, be considered to be participants in the
solicitation of Cerevel's shareholders in connection with the
proposed acquisition and any direct or indirect interests they may
have in the proposed acquisition will be set forth in Cerevel's
definitive proxy statement for its special shareholder meeting when
it is filed with the SEC.
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SOURCE AbbVie