NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE "IRISH TAKEOVER RULES") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE IRISH TAKEOVER RULES AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
FOR IMMEDIATE RELEASE.
Lundbeck Proposal Values Avadel at up to $23.00 per Ordinary Share, a Total of Approximately $2.4 billion
Pursuant to Alkermes Transaction Agreement, Avadel and Alkermes May Negotiate Potential Adjustments to Existing Transaction for 5 Business Days
Alkermes Transaction Agreement Remains in Effect; No Action Required by Avadel Shareholders
DUBLIN, Nov. 17, 2025 (GLOBE NEWSWIRE) -- Avadel Pharmaceuticals plc (NASDAQ:AVDL) ("Avadel") announced today that, following discussions and negotiations with H. Lundbeck A/S ("Lundbeck") on the terms of its proposal, its Board of Directors has determined in good faith, after consultation with its financial and legal advisors, that the unsolicited proposal that Avadel received from Lundbeck to acquire Avadel on November 13, 2025 (the "Lundbeck Proposal"), constitutes a "Company Superior Proposal" as defined in Avadel's existing transaction agreement with Alkermes plc (NASDAQ:ALKS) ("Alkermes") (the "Alkermes Transaction Agreement"). The Lundbeck Proposal values Avadel at up to $23.00 per ordinary share, implying a total equity value of approximately $2.4 billion and representing an approximate 29% premium to Avadel's closing price as of October 21, 2025, the last business day prior to announcement of the Alkermes acquisition.
As previously announced, the Lundbeck Proposal provides that Lundbeck would acquire Avadel for up to $23.00 per ordinary share, comprised of (i) $21.00 per ordinary share in cash at closing and (ii) a non-transferable contingent value right (CVR) entitling holders to potential additional cash payments of (a) $1.00 per ordinary share, contingent upon LUMRYZ™ and valiloxybate collectively reaching total annual net sales for end-use in the United States of at least $450 million in any calendar year by December 31, 2027 and (b) $1.00 per ordinary share, contingent upon LUMRYZ™ and valiloxybate collectively reaching total annual net sales for end-use in the United States of at least $700 million in any calendar year by December 31, 2030. The Lundbeck proposal is subject to, among other things, various closing conditions, including Avadel shareholder approval and regulatory approvals.
Avadel has notified Alkermes of its determination that the Lundbeck Proposal constitutes a Company Superior Proposal. Under the terms of the Alkermes Transaction Agreement, this notice triggered a five business day period during which, if requested by Alkermes, Avadel will discuss or negotiate in good faith with Alkermes regarding any proposal by Alkermes to amend the terms of the Alkermes Transaction Agreement so that the Lundbeck Proposal would cease to constitute a Company Superior Proposal.
Following the conclusion of this five business day period, if Avadel's Board, after consultation with its financial and legal advisors and taking into account any proposal by Alkermes to amend the terms of the Alkermes Transaction Agreement, determines in good faith that the Lundbeck Proposal continues to constitute a Company Superior Proposal and that failure to take such action would reasonably be expected to be inconsistent with the Board's fiduciary duties under applicable law, Avadel would be entitled to terminate the Alkermes Transaction Agreement.
At this time, the Alkermes Transaction Agreement remains in full effect, and Avadel's Board has not changed its recommendation in support of the Alkermes acquisition. No action by Avadel shareholders is required at this time.
Avadel will have no further comment on the Lundbeck Proposal or potential discussions with Alkermes until the Board has completed discussions and/or negotiations with Alkermes during the matching period pursuant to the terms of the Alkermes Transaction Agreement.
In accordance with Rule 2.6(d) of the Irish Takeover Rules (as amended by section 3 of Appendix 4 thereto), unless the Irish Takeover Panel consents otherwise, Lundbeck must, by no later than 5:00 p.m. (U.S. Eastern Time) on the seventh day prior to the date of the general meeting of Avadel shareholders convened to consider and approve the proposed scheme of arrangement (under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland) to effect the proposed acquisition by Alkermes, either (i) announce a firm intention to make an offer for Avadel in accordance with Rule 2.7 of the Irish Takeover Rules; or (ii) announce that it does not intend to make such an offer for Avadel, in which case the announcement will be treated as a statement to which Rule 2.8 of the Irish Takeover Rules applies.
Morgan Stanley and Goldman Sachs are serving as financial advisors to Avadel, and Goodwin Procter LLP and Arthur Cox LLP are serving as legal counsel.
This announcement has been made without the consent of Lundbeck. The Lundbeck Proposal is deemed unsolicited since the issuance of the Rule 2.7 Announcement (as defined herein). There can be no certainty that an offer for Avadel will be made by Lundbeck, nor as to the terms on which any such offer may be made, if forthcoming.
About Avadel
Avadel Pharmaceuticals plc (NASDAQ:AVDL) is a biopharmaceutical company focused on transforming medicines to transform lives. Avadel's approach includes applying innovative solutions to the development of medications that address the challenges patients face with current treatment options. Avadel's commercial product, LUMRYZ™, was approved by the U.S. Food & Drug Administration (FDA) as the first and only once-at-bedtime oxybate for extended-release oral suspension for the treatment of cataplexy or excessive daytime sleepiness (EDS) in patients 7 years and older with narcolepsy. For more information, please visit Avadel's website at www.avadel.com.
Contacts:
Avadel Investor
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NO OFFER OR SOLICITATION
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise ...
