Entwistle & Cappucci LLP (“Entwistle & Cappucci”) today announced that its ongoing investigation has led to the filing of a class action (the “Action”) against Cerevel Therapeutics Holdings, Inc. (“Cerevel” or the “Company”), Bain Capital Investors, LLC (“Bain”) and Pfizer, Inc. (“Pfizer”) on behalf of a class (the “Class”) consisting of all persons or entities that:

(a) sold or otherwise disposed of the publicly-traded common stock of Cerevel during the period from October 11, 2023 through August 1, 2024, inclusive, and thus were damaged by defendants’ violations of Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”); (b) held shares of Cerevel as of January 8, 2024 (the “Record Date”) and were entitled to vote on the merger of Cerevel and AbbVie Inc. (“AbbVie”) and thus were damaged by defendants’ violations of Section 14(a) of the Exchange Act; and/or (c) sold shares of Cerevel stock contemporaneously with Bain’s purchase of shares on or about October 16, 2023 and thus were damaged by Bain’s violations of Section 20A of the Exchange Act.

The Action seeks to recover damages resulting from defendants’ omissions and other wrongdoing in connection with Cerevel’s October 16, 2023 secondary stock offering (the “October Offering” or “Offering”). In this regard, the complaint alleges that Cerevel’s Offering documents and other public statements omitted material facts regarding AbbVie’s interest in acquiring Cerevel at a price well in excess of the $22.81 per share Offering price, artificially deflating Cerevel’s stock price until the merger was announced. Moreover, Cerevel’s controlling shareholder, Bain, acquired Cerevel shares from the October Offering at an artificially depressed price while allegedly in possession of material nonpublic information regarding AbbVie’s interest. On December 6, 2023 (less than two months after the October Offering), Cerevel publicly announced that AbbVie agreed to acquire Cerevel for $45 per share. The merger allowed Bain to receive a windfall of more than $120 million on the shares it acquired at the artificially depressed Offering price.

The Action also seeks to recover damages on behalf of investors that held shares as of the January 8, 2024 Record Date and were damaged as a result of defendants’ allegedly false and misleading statements and omissions of material facts in Cerevel’s January 18, 2024 Proxy statement (the “Proxy”). Among other things, the complaint alleges the Proxy misled investors regarding the true nature and timing of AbbVie’s interest in Cerevel.

The Action was filed in the United States District Court for the District of Delaware and is captioned: S/M Merger Arbitrage, L.P. v. Cerevel Therapeutics Holdings, Inc., No. 25-cv-417 (D. Del.). The complaint asserts claims under Sections 10(b), 14(a), 20A and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder.

If you wish to serve as a lead plaintiff in this matter, you must file a motion with the Court no later than June 3, 2025. Any member of the proposed Class may move the Court to serve as a lead plaintiff through counsel of their choice, or they may choose to do nothing and remain a member of the Class.

If you wish to discuss this Action or have any questions concerning this notice or your rights or interests, please contact: Robert N. Cappucci, Esq. or Andrew M. Sher, Esq. of Entwistle & Cappucci at (212) 894-7200 or via e-mail at rcappucci@entwistle-law.com or asher@entwistle-law.com.

About Entwistle & Cappucci

Entwistle & Cappucci is a national law firm providing exceptional legal representation to clients in the most complex and challenging legal matters. Our practice encompasses all areas of litigation, corporate transactions, bankruptcy, insurance, corporate investigations and white-collar defense. Our clients include public and private corporations, major hedge funds, public pension funds, governmental entities, leading institutional investors, domestic and foreign financial services companies, emerging business enterprises and individual entrepreneurs.

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