Avadel receives $23 per share takeover bid from Lundbeck

Avadel Pharmaceuticals plc (NASDAQ: AVDL) announced it received an unsolicited acquisition proposal from H. Lundbeck A/S valued at up to $23.00 per share. The offer comprises $21.00 per share in cash at closing plus contingent value rights worth up to $2.00 per share based on future drug sales milestones.

The contingent payments include $1.00 per share if LUMRYZ and valiloxybate reach combined annual U.S. sales of $450 million by December 31, 2027, and another $1.00 per share if they achieve $700 million in annual sales by December 31, 2030.

Avadel's board determined the Lundbeck proposal would reasonably be expected to constitute a "Company Superior Proposal" under its existing agreement with Alkermes plc (NASDAQ: ALKS). This determination allows Avadel to provide information and negotiate with Lundbeck but does not permit terminating the Alkermes deal or signing with Lundbeck at this time.

Avadel currently has a definitive agreement with Alkermes announced October 22, 2025, under which shareholders would receive up to $20.00 per share. This includes $18.50 per share in cash at closing and a $1.50 contingent value right dependent on FDA approval of LUMRYZ for idiopathic hypersomnia treatment by end of 2028.

The board has not determined that Lundbeck's proposal actually constitutes a superior proposal and maintains its recommendation supporting the Alkermes acquisition. Under Irish Takeover Rules, Lundbeck must announce a firm intention to make an offer or withdraw by seven days before Avadel's shareholder meeting on the Alkermes transaction.

Morgan Stanley and Goldman Sachs serve as Avadel's financial advisors, with Goodwin Procter LLP and Arthur Cox LLP as legal counsel. No shareholder action is required at this time.

You May Also Be Interested In

• Jersey Mike's Subs files for IPO on NYSE under ticker JMKE
• Angel founders transfer 10M+ super-voting shares to mission trust
• Caterpillar pledges up to $5M for Texas manufacturing workforce