Cerevel Therapeutics, LLC entered into a non-binding term sheet to acquire ARYA Sciences Acquisition Corp II (NasdaqCM:ARYB) from Bain Capital, LP and others for $780 million in a reverse merger transaction on June 28, 2020. Cerevel Therapeutics, LLC entered into a definitive business combination agreement to acquire ARYA Sciences Acquisition Corp II from Bain Capital, LP and others in a reverse merger transaction on July 29, 2020. Under the terms of the transaction, current Cerevel Therapeutics' shareholders and holders of vested equity awards will convert 100% of their existing equity interests into shares or equivalent awards of the combined entity at an implied Cerevel Therapeutics equity value of $780 million. Current shareholders of ARYA Sciences Acquisition Corp II will convert their ordinary shares and warrants of ARYA Sciences Acquisition Corp II into common stock and warrants of the combined entity on a one for one basis. Assuming that no ARYA Sciences Acquisition Corp II's shareholders elect to redeem their shares and no ARYA Sciences Acquisition Corp II's 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 entity after closing. Shareholders of the combined entity are expected to include current shareholders of ARYA Sciences Acquisition Corp II and Cerevel Therapeutics. In a related transaction, a group of 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 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. Post acquisition, Cerevel shall be a wholly-owned subsidiary of ARYA.

Upon closing of the transaction, Arya II will redomicile as a Delaware corporation, be renamed Cerevel Therapeutics Holdings, Inc. and will be publicly traded on the Nasdaq Capital Market under the ticker symbol “CERE.” The combined entity will continue to operate under the Cerevel Therapeutics' management team and will be led by President, Chief Executive Officer and Chairperson, Tony Coles. Post-closing, the Board of management of the combined company is expected to be Mark Bodenrader, Chief Accounting Officer; Kenneth DiPietro, Chief Human Resources Officer; Orly Mishan, Chief Business Officer; Bryan Phillips, Chief Legal Officer; John Renger, Chief Scientific Officer; Raymond Sanchez, Chief Medical Officer; Kathleen Tregoning, Chief Corporate Affairs Officer; Kathy Yi, Chief Financial Officer; Morris Birnbaum, Director; Marijn Dekkers, Director; Douglas Giordano, Director; Christopher Gordon, Director; Adam Koppel, Director; Norbert Riedel, Director and Gabrielle Sulzberger as Director. Following the closing, it is expected that the current management of Cerevel will become the management of New Cerevel, and the New Cerevel Board will consist of ten Directors, which will be divided into three classes (Class I, II and III) with Class I consisting of four Directors and Class II and III each consisting of three Directors. Pursuant to the business combination agreement, the New Cerevel Board will consist of eight individuals designated by Cerevel, one individual designated by Cerevel and one individual mutually agreed upon by Cerevel and the AYRA.

Completion of the transaction is subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Registration Statement / Proxy Statement having become effective, approval of ARYA Sciences Acquisition Corp II's shareholders, approval of Cerevel's shareholders, ARYA having at least $5 million of net tangible assets remaining after the closing of the transaction, approval by Nasdaq of ARYA's initial listing application, consummation of Domestication of ARYA Sciences Acquisition Corp II as a Delaware corporation, the aggregate cash proceeds from ARYA's trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $250 million, there being immediately following the closing of the transaction, no single beneficial owner of shares of common stock of ARYA Sciences Acquisition Corp II (other than BC Perception Holdings, LP, Pfizer Inc. or ARYA Sciences Holdings II and Perceptive Life Sciences Master Fund Ltd) of greater than 9.9% and no three beneficial owners of shares of common stock of ARYA Sciences Acquisition Corp II (other than BC Perception Holdings, LP, Pfizer Inc. or ARYA Sciences Holdings II and Perceptive Life Sciences Master Fund Ltd) of greater than 25%, ARYA must have received the Amended and Restated Registration and Shareholder Rights Agreement duly executed by the Bain Investor and Pfizer, Cerevel must have received the Amended and Restated Registration and Shareholder Rights Agreement duly executed by ARYA and the Perceptive shareholders and the satisfaction or waiver of certain other customary closing conditions. Each of the business combination proposal, the domestication proposal, the Required Governing Documents proposal, the Nasdaq proposal and the Incentive Award Plan proposal is conditioned on the approval and adoption of each of the other condition precedent proposals. The board of directors of ARYA Sciences Acquisition Corp II unanimously approved the transaction. The board of directors of Cerevel Therapeutics also approved the transaction. BC Perception Holdings, LP, Pfizer Inc. and the other shareholders of Cerevel entered into a transaction support agreement with ARYA Sciences Acquisition Corp II, pursuant to which they have agreed to vote in favor of the transaction. Cerevel and certain holders of class A ordinary shares of ARYA Sciences Acquisition Corp II participating in the PIPE Financing entered into shareholder support agreements to vote in favor of the transaction. As of August 20, 2020, FTC granted the early termination notice. Completion of the transaction is expected by the fourth quarter of 2020. The proceeds of the business combination transaction and private investment in public equity (PIPE) transaction of ARYA Sciences Acquisition Corp II will be used to support Cerevel herapeutics' research and development programs.

Morgan Stanley, Evercore, and Peter Reikes, Seth Rubin, Nathan Thompson, Matt Bouchard, Harrison Callaway of Stifel acted as capital markets advisors to Cerevel Therapeutics. Gil Bar-Nahum, Tina Pappas and Charlie Glazer of Jefferies LLC and Marshall Smith and Gable Gelman of Goldman Sachs & Co. LLC acted as financial and capital markets advisors to ARYA Sciences Acquisition Corp II. Stuart M. Cable, Arthur R. McGivern, James Xu, Jocelyn M. Arel and Daniel J. Espinoza of Goodwin Procter LLP acted as legal advisors to Cerevel Therapeutics. Jonathan L. Davis, Ryan K. Brissette, Christian O. Nagler, Peter Seligson, Sara B. Zablotney, and Michael Krasnovsky of Kirkland & Ellis LLP acted as legal advisors to ARYA Sciences Acquisition Corp II. Laura J. Steinke, Thomas Holden, Michael D. Beauvais, Thomas J. Fraser, Amanda C. Holt, Renata J. Ferrari, Claire S. Rosa and Megan Bisk of Ropes & Gray LLP acted as legal advisor to Bain Capital, parent of Cerevel Therapeutics. Morrow Sodali LLC acted as proxy solicitor and Mark Zimkind of Continental Stock Transfer & Trust Company, Inc. acted as transfer agent for ARYA Sciences. ARYA will pay Morrow Sodali, a fee of $22,500 plus disbursements.

Cerevel Therapeutics, LLC completed the acquisition of ARYA Sciences Acquisition Corp II (NasdaqCM:ARYB) from Bain Capital, LP and others in a reverse merger transaction on October 27, 2020. The combined company has been renamed as Cerevel Therapeutics Holdings, Inc. Cerevel Therapeutics common stock and warrants has commenced trading on the Nasdaq Capital Markets under ticker symbols “CERE” and “CEREW” respectively on October 28, 2020. The transaction has been approved by the shareholders of Cerevel Therapeutics. Cerevel Therapeutics' management team, led by Chairperson and Chief Executive Officer Tony Coles, will continue to lead the combined company.