Introductory Note
On August 1, 2024 (the “Closing Date”), Cerevel Therapeutics Holdings, Inc., a Delaware corporation (“Cerevel”), completed the previously announced merger of Symphony Harlan Merger Sub Inc., a Delaware corporation (“Merger Sub”) and a direct wholly owned subsidiary of Symphony Harlan LLC, a Delaware limited liability company (“Intermediate Holdco”) and a wholly owned subsidiary of AbbVie Inc., a Delaware corporation (“AbbVie”), with and into Cerevel (the “Merger”), with Cerevel surviving the Merger as a wholly owned subsidiary of AbbVie. The Merger was effectuated pursuant to the Agreement and Plan of Merger, dated as of December 6, 2023 (the “Merger Agreement”), by and among AbbVie, Intermediate Holdco, Merger Sub and Cerevel, as previously disclosed by Cerevel on December 7, 2023 in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”).
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each of the issued and outstanding shares of Cerevel’s common stock, par value $0.0001 per share (each, a “Cerevel Share”), other than any Cerevel Shares (i) owned immediately prior to the Effective Time by AbbVie, Intermediate Holdco, Merger Sub or Cerevel or by any direct or indirect wholly owned subsidiary of AbbVie, Intermediate Holdco, Merger Sub or Cerevel or (ii) owned by Cerevel stockholders who are entitled to demand and have properly and validly demanded their appraisal rights under Delaware law, was canceled and extinguished and automatically converted into the right to receive $45.00 per Cerevel Share in cash (the “Merger Consideration”), without interest and subject to any applicable withholding taxes.
In addition, at the Effective Time, (i) each outstanding option to purchase Cerevel Shares (each, a “Cerevel Option”), whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of Cerevel Shares underlying such Cerevel Option immediately prior to the Effective Time multiplied by (B) the amount, if any, by which the Merger Consideration exceeded the exercise price per share of such Cerevel Option, subject to any applicable withholding taxes; (ii) each outstanding award of Cerevel restricted stock units (“Cerevel RSU Award”) that was granted prior to the date of the Merger Agreement (each, an “Existing Cerevel RSU Award”) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of Cerevel Shares underlying such Existing Cerevel RSU Award immediately prior to the Effective Time multiplied by (B) the Merger Consideration, subject to any applicable withholding taxes; (iii) (A) fifty percent (50%) of each outstanding Cerevel RSU Award that was granted on or after the date of the Merger Agreement (each, a “New Cerevel RSU Award”) was treated in the same manner as the Existing Cerevel RSU Awards as set forth in clause (ii), above, and (B) the remaining fifty percent (50%) of each New Cerevel RSU Award that was outstanding immediately prior to the Effective Time was automatically assumed by AbbVie and converted into an AbbVie restricted stock unit award (each, an “Assumed RSU Award”) on the same terms and conditions as applied to each such New Cerevel RSU Award immediately prior to the Effective Time, except that each Assumed RSU Award covers a number of shares of AbbVie common stock determined based on the Equity Award Exchange Ratio (as defined in the Merger Agreement), rounded down to the nearest whole number of shares of AbbVie common stock; and (iv) each outstanding award of Cerevel restricted stock units subject to performance-based vesting or forfeiture conditions (each, a “Cerevel PSU Award”) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of Cerevel Shares subject to such Cerevel PSU Award, determined assuming that the applicable performance goals were deemed to have been achieved at the greater of target and actual level of performance as determined by Cerevel’s Board of Directors (the “Board”) (or, if applicable, the committee administering Cerevel’s 2020 Equity Incentive Plan) in its reasonable discretion multiplied by (B) the Merger Consideration, less any applicable withholding taxes.
Cerevel’s definitive proxy statement, filed with the SEC on January 18, 2024, as supplemented on February 9, 2024 (the “Proxy Statement”), contains additional information about the Merger and the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of Cerevel in the Merger.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Cerevel with the SEC on December 7, 2023, and is incorporated by reference herein.
