Overview

A class action lawsuit has been filed against Cerevel Therapeutics Holdings, Inc. (“Cerevel” or the “Company”) and Cerevel’s controlling shareholders, Bain Capital Investors, Inc. (“Bain”) and Pfizer, Inc. (“Pfizer,” and, collectively with Cerevel and Bain, “Defendants”).  Prior to the acquisition, Cerevel’s stock traded on the NASDAQ under the symbol “CERE.”

The Cerevel class action lawsuit was brought on behalf of themselves and all other 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 (the “Class Period”) and thus were damaged by Defendants’ violations of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) (the “Fraud Claim Class”); (b) held shares of Cerevel as of the January 8, 2024 record date (“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 (the “Proxy Claim Class”); and (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 “Insider Trading Claim Class,” and collectively with the Fraud Claim Class and the Proxy Claim Class, the “Class”).

Cerevel Therapeutics, a Massachusetts-based biopharmaceutical company, was formed in 2018 through a collaboration between Pfizer and Bain, with Pfizer contributing neuroscience assets and Bain providing financial backing.  In 2020, Cerevel became a public company via a merger with a special purpose acquisition company, Arya Sciences Acquisition Corp.  Despite being publicly traded, Bain and Pfizer retained control, holding a combined 51.3% voting stake as of January 2024 and securing the right to appoint the majority of the Board of Directors.  Their control was further cemented by preferential rights to participate in any future stock issuances.

In May 2023, Cerevel began discussions with AbbVie, initially for a regional partnership in Japan.  However, by September 23, 2023, AbbVie had informed Cerevel of its interest in a full acquisition.  Just weeks later, on October 10, 2023, Cerevel’s Board – which included eight members appointed by Bain and Pfizer – approved a secondary public offering of nearly 20 million shares at $22.81 per share, allegedly to extend the Company’s cash runway.  The offering raised close to $500 million, with Bain purchasing over 5.4 million shares for approximately $125 million.  The offering materials did not disclose that AbbVie had already expressed acquisition interest or that a sales process had begun, omitting key information that would have materially affected investor decisions.

On December 6, 2023, just 51 days after the offering closed, Cerevel announced it would be acquired by AbbVie for $45 per share, nearly double the October offering price.  This news revealed what investors had not been told: Cerevel had been in advanced acquisition talks with AbbVie prior to the October offering.  As a result, Bain’s October investment soared in value, netting an estimated $121.6 million in profit on its newly acquired shares.  Investors who bought in the October offering or relied on misleading disclosures were left at a disadvantage, having paid full price for shares that insiders knew would soon surge in value.

The class action lawsuit alleges that Bain and Pfizer used their control of Cerevel to orchestrate the October offering for Bain’s benefit, while withholding material nonpublic information about ongoing acquisition talks.  Investors also allege that Cerevel’s subsequent Proxy statement continued to mislead shareholders about the sales process and Bain’s conflicts of interest.  As a result, multiple investor classes – including those who purchased shares in the October offering and those who voted based on the January 2024 Proxy – suffered damages due to materially false and misleading statements and omissions.

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If you (a) sold or otherwise disposed of publicly traded Cerevel common stock during the period from October 11, 2023 through August 1, 2024, inclusive, (b) held shares of Cerevel as of the January 8, 2024 record date and were entitled to vote on the merger of Cerevel and AbbVie Inc., or (c) sold shares of Cerevel stock contemporaneously with Bain’s purchase on or about October 16, 2023, and you wish to serve as lead plaintiff in this lawsuit, we encourage you to submit your information to DiCello Levitt LLP via the form on this page.

You can also contact DiCello Levitt partner Brian O’Mara by calling (888) 287-9005 or at [email protected]. 

The deadline to apply to the Court to serve as lead plaintiff in the Cerevel class action lawsuit is June 3, 2025.