Full Press Release Details
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
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.
Avadel Board of Directors Declares Lundbeck
Proposal a "Company Superior Proposal"
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, November 17, 2025 - 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.
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.
Avadel Investor Relations:
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 dispose of any securities, or the solicitation of any vote or approval
in any jurisdiction, pursuant to the acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
The acquisition will be implemented by means of
an Irish High Court-sanctioned scheme of arrangement on the terms provided for in the scheme document (or, if the acquisition is implemented
by way of a takeover offer, the applicable takeover offer document), which will contain the full terms and conditions of the acquisition,
including details of how Avadel shareholders may vote in respect of the acquisition. Any decision in respect of, or other response to,
the acquisition, should be made only on the basis of the information contained in the scheme document (or if the acquisition is implemented
by way of a takeover offer, the applicable takeover offer document).
Additional Information and Where To Find It
In connection with the acquisition, Avadel filed
a preliminary proxy statement (which includes a draft of the scheme document) with the Securities and Exchange Commission (the "SEC")
on November 13, 2025 and intends to file a definitive proxy statement (which will include the scheme document). The definitive proxy statement
will be sent to Avadel's shareholders as of the record date to be established for voting at Avadel shareholder meetings to approve
the acquisition. This communication 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 DEFINITIVE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT), ANY AMENDMENTS OR SUPPLEMENTS THERETO AND OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE ACQUISITION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION, THE PARTIES TO
THE SCHEME AND RELATED MATTERS.
Any vote in respect of the resolutions to be proposed
at the Avadel shareholder meeting to approve the acquisition, the scheme or related matters, or other responses in relation to the acquisition,
should be made only on the basis of the information contained in the definitive proxy statement (including the scheme document).
The preliminary and definitive proxy statements,
if and when filed, as well as Avadel's other public filings with the SEC, may be obtained without charge at the SEC's website
at www.sec.gov and at Avadel's website at https://investors.avadel.com/sec-filings. Avadel shareholders and investors will also
be able to obtain, without charge, a copy of the preliminary and definitive proxy statements (including the scheme document) and other