Creation of Neuroscience Biopharmaceutical Company Cerevel Therapeutics

Centerview Partners served as exclusive financial advisor to Pfizer on this transaction. Arnold & Porter provided Pfizer with legal counsel. Goldman Sachs advised Bain Capital on the transaction. Ropes & Gray served as legal counsel, and PriceWaterhouseCooper acted as accounting advisor to Bain Capital.

Bain Capital, LP and Pfizer Inc. (NYSE: PFE) completed the creation of Cerevel Therapeutics, LLC, a new biopharmaceutical company focused on developing drug candidates to treat disorders of the central nervous system (CNS). Pfizer is contributing a portfolio of pre-commercial neuroscience assets to Cerevel, which include three clinical-stage compounds and several pre-clinical compounds designed to target a broad range of CNS disorders including Parkinson’s, Alzheimer’s, epilepsy, schizophrenia and addiction. Funds affiliated with Bain Capital Private Equity and Bain Capital Life Sciences have committed $350 million with the ability to provide additional capital should it be needed in the future.

Cerevel will seek to expand treatment options in a therapeutic area where there is an urgent unmet need for patients. Bain Capital and Pfizer will support Cerevel in building a dedicated team of CNS scientists and life sciences executives with extensive experience in clinical development of potential therapies for patients who have neurological and neuropsychological diseases. The most advanced assets in the portfolio are a D1 partial agonist which will likely enter Phase III in 2019 to treat the symptoms of Parkinson’s disease, and a Phase II ready selective GABA 2/3 agonist which will initially be studied for epilepsy. The company also has active programs in early development, discovery and a research program in neuroinflammation.

Pfizer felt that placing this set of neuroscience assets, after its decision to curtail research within the area, in a company with dedicated focus and expertise in CNS was the optimal next step. Pfizer will retain a 25 percent equity position in Cerevel. Two senior Pfizer executives, Morris Birnbaum, MD, PhD, Senior Vice President, Chief Scientific Officer of Internal Medicine, and Doug Giordano, Senior Vice President of Worldwide Business Development will serve on the Cerevel Board of Directors, along with Adam Koppel and Chris Gordon, Managing Directors of Bain Capital. The company will be based in the Greater Boston area.

Ropes & Gray advised Bain Capital with a team including securities & public companies partner Thomas Holden (Picture), life sciences partners Marc Rubenstein and Michael Beauvais, private equity partners Will Shields and Laura Steinke, tax partner Amanda Holt and IP transactions partners Melissa Rones and Megan Baca.

Arnold & Porter advised Pfizer Inc. with a team including Corporate and Finance partners Lowell Dashefsky and Aaron Gardner and associate Danielle Rosato with support from Tax partner Laurie Abramowitz and associates Sarah Soloveichik and Zeno Houston.

Involved fees earner: Thomas Holden – Ropes & Gray; William Shields – Ropes & Gray; Laura Steinke – Ropes & Gray; Marc Rubenstein – Ropes & Gray; Amanda Holt – Ropes & Gray; Melissa Rones – Ropes & Gray; Megan Baca – Ropes & Gray; Lowell Dashefsky – Arnold & Porter Kaye Scholer LLP; Aaron Gardner – Arnold & Porter Kaye Scholer LLP; Danielle Rosato – Arnold & Porter Kaye Scholer LLP; Laurie Abramowitz – Arnold & Porter Kaye Scholer LLP; Sarah Soloveichik – Arnold & Porter Kaye Scholer LLP; Zeno Houston – Arnold & Porter Kaye Scholer LLP;

Law Firms: Ropes & Gray; Arnold & Porter Kaye Scholer LLP;

Clients: Bain Capital; Pfizer;

Author: Ambrogio Visconti