Full Press Release Details
Alkermes plc Announces Agreement to Acquire Avadel Pharmaceuticals plc
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 SUCH JURISDICTION
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF
THE IRISH TAKEOVER RULES
DUBLIN, October 22, 2025 - Alkermes plc (Nasdaq: ALKS) ("Alkermes") and Avadel Pharmaceuticals plc
(Nasdaq: AVDL) ("Avadel") today announced that the companies have entered into a definitive agreement under which Alkermes will acquire Avadel, a commercial-stage biopharmaceutical company, for total transaction consideration of up to
$20.00 per share in cash, which values Avadel at approximately $2.1 billion and represents a premium of 38% to the weighted average trading price of Avadel over the three months prior to today's announcement and a premium of 12% to
Avadel's closing price on Oct. 21, 2025 (being the last business day prior to publication of this announcement). The transaction has been approved by the boards of directors of both companies and is expected to close in the first quarter
The planned acquisition adds Avadel's FDA-approved product, LUMRYZ (sodium oxybate) for the treatment of cataplexy or excessive daytime sleepiness in patients over 7 years of age with narcolepsy, to Alkermes' commercial portfolio. This strategic move
accelerates Alkermes' entry into the sleep medicine market and enhances its ability to unlock the full potential of its late-stage development pipeline focused on central disorders of hypersomnolence. The transaction is expected to be
immediately accretive upon closing and represents a compelling financial and strategic opportunity, leveraging Alkermes' existing commercial expertise and operational infrastructure and adding new capabilities in rare disease.
Avadel is a recognized innovator in the sleep medicine space, committed to addressing significant unmet
needs for patients. Since launching LUMRYZ in 2023, Avadel has successfully built and scaled a commercial organization that has driven strong demand. Approximately 3,100 patients were on
LUMRYZ therapy as of June 30, 2025, with new patient starts outpacing the twice-nightly mixed-salts competitor by more than 2:1 since July 2023. With net revenues of $265 -
$275 million expected in 2025 and an estimated population of >50,000 oxybate-eligible narcolepsy patients in the United States, LUMRYZ has been on a robust growth trajectory, with
significant opportunity for growth ahead.
"This transaction represents a pivotal step in Alkermes' strategic evolution. With the acquisition
of Avadel, we are able to accelerate our commercial entry into the sleep medicine market at a critical inflection point as we prepare to advance alixorexton into a phase 3 program in narcolepsy. Avadel's innovative portfolio, commercial
capabilities and dedicated employees provide a strong foundation for growth in this therapeutic area. Enabled by our strong balance sheet, this all-cash transaction enhances our revenue growth profile and is
expected to be immediately accretive, reinforcing our commitment to delivering long-term value for shareholders," said Richard Pops, Chief Executive Officer of Alkermes.
"This transaction represents a compelling outcome for our shareholders and a powerful validation of our strategy, execution, commercial capabilities and
the differentiated value of LUMRYZ . We've built a company deeply committed to transforming the lives of people living with narcolepsy, and I'm incredibly proud of what our team
has accomplished. Alkermes shares our passion for innovation and patient impact and, together, we will continue this important work on behalf of people living with central disorders of hypersomnolence," said Greg Divis, Chief Executive Officer
Under the terms of and subject to the conditions set out in the Transaction Agreement, Alkermes will acquire all outstanding ordinary shares of Avadel
for $18.50 per share, payable in cash at closing. In addition, Alkermes will provide Avadel shareholders with a non-transferable contingent value right (CVR) entitling holders to a potential additional
cash payment of $1.50 per share, contingent upon final FDA approval of LUMRYZ for the treatment of idiopathic hypersomnia in adults by the end of 2028. Taken together, this potential per
share acquisition price represents an equity value of approximately $2.1 billion. Alkermes expects to finance the acquisition with cash on hand, supplemented by the issuance of new debt.
The transaction, which has been approved by the boards of directors of both Alkermes and Avadel, is expected to close in the first quarter of 2026, subject to
the Conditions set out in Appendix III of this Announcement, including certain regulatory approvals and approvals by Avadel's shareholders.
Morgan is acting as exclusive financial advisor to Alkermes, and Paul, Weiss, Rifkind, Wharton & Garrison LLP and McCann FitzGerald LLP are acting as legal counsel to Alkermes for the transaction. J.P. Morgan has provided fully committed
financing to Alkermes in support of the transaction. Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to Alkermes for the financing. Morgan Stanley and Goldman Sachs are acting as financial advisors to Avadel, and Goodwin
Procter LLP and Arthur Cox LLP are acting as legal counsel to Avadel.
Alkermes will host a conference call and webcast with accompanying slides at 8:00 a.m. ET (1:00 p.m. BST) on Wednesday, Oct. 22, 2025, to discuss the planned
acquisition. The webcast may be accessed on the Investors section of Alkermes' website at www.alkermes.com. The conference call may be accessed by dialing +1 877 407 2988 for U.S. callers and +1 201 389 0923 for international callers.
In addition, a replay of the conference call may be accessed by visiting Alkermes' website.
Alkermes plc (Nasdaq: ALKS), a mid-cap growth and value equity, is a global biopharmaceutical company that seeks to
develop innovative medicines in the field of neuroscience. Alkermes has a portfolio of proprietary commercial products for the treatment of alcohol dependence, opioid dependence, schizophrenia and bipolar I disorder, and a pipeline of clinical and
preclinical candidates in development for neurological disorders, including narcolepsy and idiopathic hypersomnia. Headquartered in Ireland, Alkermes also has a corporate office and research and development center in Massachusetts and a
manufacturing facility in Ohio. For more information, please visit Alkermes' website at www.alkermes.com.
About Avadel Pharmaceuticals plc
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.
This summary should be read in
conjunction with, and is subject to, the full text of the remainder of the Rule 2.7 Announcement set out below (including its appendices). The Acquisition is subject to the conditions set out in Appendix III to this Announcement and the further
terms to be set out in the Transaction Agreement. The sources and bases of information contained in this Announcement are set out in Appendix I of this Announcement. Certain definitions and expressions used in this Announcement are set out in
Appendix II of this Announcement. A copy of the Transaction Agreement entered into between Alkermes and Avadel, which relates to, among other things, the implementation of the acquisition, is set out in Appendix IV of this Announcement. Finally,
Appendix V contains the Company FY25 Profit Forecast and the Company Q3 2025 Profit Forecast and the confirmation required by the Company Directors in respect thereof pursuant to Rule 28.1(c)(i) of the Takeover Rules.
The release, publication or distribution of this Announcement in or into jurisdictions other than Ireland and the United States may be restricted by Law and
therefore any persons who are subject to the Law of any jurisdiction other than Ireland and the United States should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are
not resident in Ireland or the United States, to vote their Avadel shares with respect to the Scheme at the Scheme Meeting, or to appoint another person as proxy to vote at the Scheme Meeting on their behalf, may be affected by the Laws of the
relevant jurisdictions in which they are located. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the Laws of any such jurisdiction. To the fullest extent permitted by applicable Law, the
Alkermes and Avadel persons involved in the proposed transaction disclaim any responsibility or liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying with the Laws of Ireland and the Irish
Takeover Rules, 2022 (the "Takeover Rules") and the information disclosed herein may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the Laws of jurisdictions outside of
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.
Participants in the Solicitation
Avadel and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from Avadel shareholders
in connection with the transaction and any other matters to be voted on at the Scheme Meeting or the EGM. Information about the directors and executive officers of Avadel, including a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in Avadel's definitive proxy statement on Schedule 14A for its 2025 annual general meeting of shareholders, dated and filed with the SEC on June 18, 2025. Other information regarding the persons who
may, under the rules of the SEC, be deemed to be participants in the solicitation of Avadel shareholders, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement
(which will contain the Scheme Document) and other relevant materials to be filed with the SEC in connection with the Acquisition. You may obtain free copies of these documents using the sources indicated above.
No Offer or Solicitation
This Announcement 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 dispose of any securities,
or the solicitation of any vote or approval in any jurisdiction, pursuant to the transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable Law.
The transaction will be implemented by means of a High Court of Ireland sanctioned scheme of arrangement on the terms provided for in the scheme document (or,
if the transaction is implemented by way of a takeover offer, the takeover offer document), which will contain the full terms and conditions of the transaction, including details of how Avadel's shareholders may vote in respect of the
transactions contemplated by the Transaction Agreement, including the Acquisition. Any decision in respect of, or other response to, the proposed transaction, should be made only on the basis of the information contained in the scheme document (or
if the transaction is implemented by way of a takeover offer, the takeover offer document).
Important Additional Information
In connection with the proposed transaction, Avadel intends to file with the U.S. Securities and Exchange Commission (the "SEC") a Proxy Statement
relating to the Scheme Meeting and the EGM, which will include the scheme document. The definitive Proxy Statement will be sent to Avadel's shareholders as of the record date(s) to be established for voting at the Scheme Meeting
and EGM. This Announcement is not a substitute for the Proxy Statement or any other document that Avadel may file with the SEC or send to its shareholders in connection with the Acquisition.
BEFORE MAKING ANY VOTING DECISION, AVADEL'S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT, INCLUDING THE SCHEME DOCUMENT AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED ACQUISITION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Avadel's shareholders and investors will be able to obtain, without charge, a copy of the Proxy Statement, including the Scheme Document, and other relevant documents filed with
the SEC (when available) from the SEC's website at http://www.sec.gov or by directing a written request to Avadel Pharmaceuticals plc, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, Attention: Investor Relations, or from
Avadel's website, www.avadel.com.
Responsibility Statement Required by the Takeover Rules
The Alkermes directors accept responsibility for the information contained in this Announcement other than that relating to Avadel, its Subsidiaries and the
Avadel directors and members of their immediate families, related trusts and persons connected with them but including the Parent Company Statements (for which the Alkermes directors accepts responsibility), and other than the statements made by
Avadel in respect of Alkermes (the "Company Parent Statements"). To the best of the knowledge and belief of the Alkermes directors (who have taken all reasonable care to ensure that such is the case), the information contained in this
Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Avadel directors accept responsibility for the information contained in this Announcement relating to Avadel and the Avadel directors and members of their
immediate families, related trusts and persons connected with them, except for the statements made by Alkermes in respect of Avadel or its Subsidiaries (the "Parent Company Statements"). To the best of the knowledge and belief of the
Avadel directors (who have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they respectively accept responsibility is in accordance with the facts and does not omit anything likely to
affect the import of such information.
Important Notices Relating to Financial Advisors
J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc (which is authorized in the United Kingdom by the Prudential Regulation
Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority) (together, "J.P. Morgan") are acting as financial advisor exclusively for Alkermes and no one else in connection
with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Alkermes for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor
for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.
Goldman Sachs & Co. LLC, which is authorized and regulated by the Financial Industry Regulatory
Authority, is acting exclusively as financial advisor for Avadel and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this
Announcement and will not be responsible to anyone other than Avadel for providing the protections afforded to clients of Goldman Sachs & Co. LLC nor for providing advice in relation to the Acquisition or any other matter referred to in
this Announcement. Neither Goldman Sachs & Co. LLC nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,