AbbVie Inc. (NYSE:ABBV) entered into a definitive agreement to acquire Cerevel Therapeutics Holdings, Inc. (NasdaqCM:CERE) from FMR LLC and others for $8.2 billion on December 6, 2023. Under the terms of the transaction, AbbVie will acquire all outstanding Cerevel Therapeutics common stock for $45 per share in cash. The transaction values Cerevel Therapeutics at a total equity value of approximately $8.7 billion and Implied transaction value of approximately $8.4 billion net of estimated cash acquired. Purchase price of the transaction will be funded with a combination of cash and debt. In connection with the acquisition of ImmunoGen and Cerevel Therapeutics, on December 6, 2023, AbbVie entered into a $9 billion 364-day bridge credit agreement and on December 21, 2023, AbbVie entered into a 364-day term loan credit agreement with an aggregate principal amount of $5 billion. No amounts were drawn under the bridge credit agreement or term loan credit agreement as of December 31, 2023. The Merger Agreement also provides that Cerevel Therapeutics must pay AbbVie a termination fee of $283.08666 million and AbbVie must pay Cerevel Therapeutics a reverse termination fee of $283.08666 million in connection with the termination of the Merger Agreement.

The transaction is subject to customary closing conditions including receipt of regulatory approvals, satisfaction or waiver of certain conditions, including, the expiration or termination of any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and Sherman Antitrust Act of 1890, as amended, the Clayton Act of 1914, the Federal Trade Commission Act, as amended, and any other Foreign Antitrust Laws, the approval of the Merger Agreement by the Cerevel Therapeutics Shareholders. The boards of directors of both companies have unanimously approved the transaction and is expected to close in the middle of 2024. On February 16, 2024, Cerevel Therapeutics shareholders approved the transaction.

Eric L. Schiele, Jimin He, Rachel W. Sheridan, Zoey Hitzert, Yuli Wang, Scott D. Price, Jack Stratton, Risa M. Salins, Maureen D. O'Brien, Dennis Williams, Kate Hardey, Adam Petravicius, Matthew C. Darch, Lucille Hague and Carlo Zenkner of Kirkland & Ellis LLP is acting as legal advisor to AbbVie. Charles K. Ruck and Daniel E. Rees of Latham & Watkins LLP is acting as legal advisor to Cerevel Therapeutics. Centerview Partners LLC is acting as financial advisor as well as fairness opinion provider to Cerevel Therapeutics. Skadden represented Centerview Partners LLC as financial advisor to Cerevel Therapeutics. Morgan Stanley & Co. LLC is acting as financial advisor to AbbVie. MacKenzie Partners, Inc. acted as proxy solicitor to Cerevel. Continental Stock Transfer and Trust Company acted as transfer agent to Cerevel. Cerevel has agreed to pay Centerview an aggregate fee of approximately $80 million, $3 million of which was payable upon the rendering of Centerview?s opinion and approximately $77 million of which is payable contingent upon consummation of the transaction. Michael J. Perry of Gibson, Dunn & Crutcher LLP acted as legal advisor to AbbVie Inc.