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Avadel Receives Unsolicited Proposal from Lundbeck
$21 cash, $2 CVR
https://investors.avadel.com/news-releases/news-release-details/avadel-receives-unsolicited-proposal-lundbeck
DUBLIN, Nov. 14, 2025 (GLOBE NEWSWIRE) -- Avadel Pharmaceuticals plc (Nasdaq: AVDL) (“Avadel”) announced today that it has received an unsolicited proposal from H. Lundbeck A/S (“Lundbeck”) to 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”). The Lundbeck Proposal is subject to, among other things, various closing conditions, including Avadel shareholder approval and regulatory approvals. Avadel’s Board of Directors has determined in good faith, after consultation with its financial and legal advisors, that the Lundbeck Proposal would reasonably be expected to result in a “Company Superior Proposal” as defined in Avadel’s existing transaction agreement with Alkermes plc (Nasdaq: ALKS) (“Alkermes”).
As previously announced, on October 22, 2025, Avadel entered into a definitive transaction agreement with Alkermes, a global biopharmaceutical company that seeks to develop innovative medicines in the field of neuroscience, under which Alkermes will acquire all outstanding ordinary shares of Avadel (the “acquisition”). Under the terms of the transaction agreement, Avadel shareholders will receive a total purchase price of up to $20.00 per ordinary share, consisting of $18.50 per ordinary share payable in cash at closing and a CVR of $1.50 per ordinary share, contingent upon final FDA approval of LUMRYZ™ for the treatment of idiopathic hypersomnia in adults by the end of 2028.
Under the transaction agreement with Alkermes, the Avadel Board’s determination that the unsolicited Lundbeck Proposal would reasonably be expected to result in a Company Superior Proposal at this time allows Avadel to provide information to and conduct discussions and negotiations with Lundbeck, but does not allow Avadel to terminate its agreement with Alkermes or enter into any other agreement with Lundbeck. Avadel’s Board has not determined that the Lundbeck Proposal in fact constitutes a Company Superior Proposal under the existing transaction agreement with Alkermes and has not changed its recommendation in support of the Alkermes acquisition at this time.
There can be no assurance that the discussions with Lundbeck will result in a determination by Avadel’s Board that the Lundbeck Proposal is a Company Superior Proposal.
Avadel will have no further comment on the Lundbeck Proposal until the Board has completed discussions and/or negotiations with Lundbeck.
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.
No action by Avadel shareholders is required at this time.