Full Press Release Details
Alkermes plc Announces Increased Offer to Acquire Avadel
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
DUBLIN, November 19, 2025 -
Alkermes plc (Nasdaq: ALKS) ("Alkermes") and Avadel Pharmaceuticals plc (Nasdaq: AVDL) ("Avadel") today announced that the companies have reached agreement on the terms of an increased recommended offer
under which Alkermes will acquire Avadel (the "Acquisition") for total transaction consideration of up to $22.50 per share, consisting of $21.00 in cash and one (1) non-transferable
contingent value right ("CVR") entitling holders to a potential additional cash payment of $1.50 per share, contingent upon final U.S. Food and Drug Administration ("FDA") LUMRYZ Approval (as defined in the form of CVR agreement to be entered into by Alkermes and the rights agent) for the treatment of idiopathic hypersomnia in adults by the end of 2028 (the
"Increased Offer"). In connection with the Increased Offer, Alkermes and Avadel have entered into an amendment, dated November 18, 2025 (the "Amendment"), to the definitive transaction agreement
between the parties (the "Transaction Agreement" and, as amended, the "Amended Agreement") previously entered into and announced on October 22, 2025 (the "October 2.7 Announcement").
The Increased Offer values Avadel at up to approximately $2.37 billion, assuming the Milestone Payment (as defined in the revised offer announcement set
out below) is made. The transaction, as revised by the Increased Offer and the Amendment, has been approved by the boards of directors of Alkermes and Avadel and, subject to the satisfaction of the Conditions (including the extended End Date as
described in the revised offer announcement set out below), it continues to be expected to close in the first quarter of 2026.
On November 14, 2025,
Avadel announced that it had received an unsolicited proposal from H. Lundbeck A/S ("Lundbeck" and the "Lundbeck Proposal") to acquire Avadel and that the Lundbeck Proposal was reasonably expected to
constitute a Company Superior Proposal (as such term is defined in the Transaction Agreement). On November 17, 2025, Avadel further announced that the board of directors of Avadel had determined in good faith, after consultation with its
financial and legal advisors, that the Lundbeck Proposal constituted a "Company Superior Proposal" for the purposes of the Transaction Agreement. Following this determination, Alkermes submitted the terms of its proposed Increased Offer
to Avadel on November 18, 2025.
After carefully assessing both the Lundbeck Proposal and Alkermes' Increased Offer and revised terms
with its outside legal counsel and financial advisors, the board of directors of Avadel has determined that the Lundbeck Proposal no longer constitutes a "Company Superior Proposal" for the purposes of the Transaction Agreement. In
making this determination, the board of directors of Avadel determined that while the upfront cash consideration of $21.00 per share in Alkermes' Increased Offer is identical to the cash consideration proposed in the Lundbeck Proposal, the
terms of the CVR in Alkermes' Increased Offer are superior to the terms of the CVR included in the Lundbeck Proposal, which was determined to be unlikely to be achieved.
Alkermes and Avadel encourage their respective shareholders to read the full text of the Amendment to be
included with each company's current report on Form 8-K, which will be filed with the United States Securities and Exchange Commission ("SEC") in due course and will be made available at
https://www.alkermes.com/acquisition. Further, Avadel intends to file a definitive proxy statement with the SEC related to the Acquisition. Shareholders are urged to read the definitive proxy statement and such other relevant materials for more
information. This summary should be read in conjunction with, and is subject to, the full text of the revised offer announcement set out below, the Amendment, the Amended Agreement and the definitive proxy statement (once filed). The Acquisition is
subject to the conditions set out in Appendix III to the October 2.7 Announcement (except that the End Date is extended as described in the revised offer announcement set out below) and the further terms set out in the Amended Agreement.
J.P. 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 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.
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 Ireland.
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 preliminary proxy statement on Schedule 14A for the
proposed Acquisition, dated and filed with the SEC on November 13, 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 definitive 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 Amended 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 Acquisition, Avadel filed with the SEC on November 13, 2025 a preliminary Proxy Statement relating to the Scheme Meeting
and the EGM, which includes a draft of the Scheme Document. Avadel intends to file with the SEC a definitive Proxy Statement, which 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 definitive 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 DEFINITIVE 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 DEFINITIVE 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 will be able to obtain, without charge, copies of the preliminary and definitive Proxy Statements, 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, from Avadel's
website, www.avadel.com or by contacting Investor Relations via email at investors@avadel.com.
Responsibility Statement Required by the
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 accept 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.
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, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs & Co. LLC in connection with this announcement, any statement
contained herein or otherwise.
Morgan Stanley & Co. LLC, acting through its affiliate Morgan Stanley & Co. International plc (together,
"Morgan Stanley"), which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Avadel as financial advisor and for no one else in
relation to the matters referred to in this announcement. In connection with such matters, Morgan Stanley and its directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to anyone other
than Avadel for providing the protections afforded to their clients or for providing advice in connection with the matters described in this announcement or any matter referred to herein.
Disclosure Requirements of the Takeover Rules
provisions of Rule 8.3(a) of the Takeover Rules, any person who is interested' in (directly or indirectly) 1% or more of any class of relevant securities' of Avadel must make an opening position disclosure'
following the commencement of the offer period'. An opening position disclosure' must contain the details contained in Rule 8.6(a) of the Takeover Rules, including, among other things, details of the person's
interests' and short positions' in any relevant securities' of Avadel. An opening position disclosure' by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 pm (U.S. Eastern
Time) on the day falling ten business days' following the commencement of the offer period'. Relevant persons who deal in any relevant securities' prior to the deadline for making an opening position
disclosure' must instead make a dealing' disclosure as described below. The offer period in respect of Avadel in relation to the Acquisition commenced on October 22, 2025.
Under the provisions of Rule 8.3(b) of the Takeover Rules, if any person is, or becomes, interested' in (directly or indirectly) 1% or more of
any class of relevant securities' of Avadel, that person must publicly disclose all dealings' in any relevant securities' of Avadel during the offer period', by no later than 3:30 p.m. (U.S.