Exhibit 99.3
Cerevel Therapeutics Announces Proposed Public Offering of Common Stock
CAMBRIDGE, Mass., August 10, 2022 (GLOBE NEWSWIRE) — Cerevel Therapeutics Holdings, Inc. (“Cerevel”, “we”, “us” or “our”) (Nasdaq: CERE), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, announced today that it has commenced an underwritten public offering of $250.0 million of shares of its common stock. In connection with this offering, Cerevel expects to grant the underwriters a 30-day option to purchase up to an additional $37.5 million of shares of its common stock at the public offering price, less underwriting discounts and commissions. The offering of common stock is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. All shares to be sold in the proposed offering of common stock will be sold by Cerevel.
Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Jefferies LLC and Evercore Group L.L.C. are acting as joint book-running managers for the offering. Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC are acting as co-managers.
Concurrently with the offering of common stock, Cerevel is offering to qualified institutional buyers, in an offering exempt from registration under the Securities Act of 1933, as amended, $250.0 million aggregate principal amount of convertible senior notes due 2027 (the “notes”). In connection with the notes offering, Cerevel expects to grant the initial purchasers of the notes a 13-day option to purchase up to an additional $37.5 million aggregate principal amount of the notes. The offering of common stock is not contingent upon the consummation of the concurrent offering of the notes, and the concurrent offering of the notes is not contingent upon the consummation of the offering of common stock.
Cerevel intends to use the net proceeds from the offering of common stock and, if consummated, the concurrent offering of the notes: (i) to support the continued development of emraclidine, including to accelerate registration-enabling activities; (ii) to evaluate the potential of emraclidine in other populations, including Alzheimer’s disease psychosis; (iii) to accelerate market development and pre-commercial planning activities for emraclidine and tavapadon; (iv) to advance the remainder of the programs in its pipeline, including darigabat, and its other promising earlier-stage programs, including CVL-354, its selective KORA; and (v) for working capital and other general corporate purposes, including to extend its cash runway.
A registration statement relating to the offering of common stock was filed with the Securities and Exchange Commission (“SEC”) on November 10, 2021 and is effective. The offering of common stock will be made only by means of a prospectus supplement and accompanying prospectus. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting the offices of Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New NY 10014, by email at prospectus@morganstanley.com; the offices of Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526 or email at prospectus-ny@ny.email.gs.com; the offices of Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone at 877-821-7388 or email at Prospectus_Department@Jefferies.com; or the offices of Evercore Group L.L.C., 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200 or email at ecm.prospectus@evercore.com.
