THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION $(EU)$ 596/2014
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.
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 Determines Proposal From Lundbeck Reasonably Expected to Result in a "Company Superior Proposal"
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) $1.00 per ordinary share, contingent upon LUMRYZ$(TM)$ 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(TM) 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(TM) 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.
About Avadel
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(TM), 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.
Contacts:
Avadel Investor Relations:
investors@avadel.com
Precision AQ:
Austin Murtagh
Austin.Murtagh@precisionAQ.com
(212) 698-8696
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).
IMPORTANT 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 relevant documents (when available) by directing a written request to Avadel Pharmaceuticals plc, Attn: Investor Relations, 16640 Chesterfield Grove Road #200, Chesterfield, MO 63005, United States, or by contacting Investor Relations via email at investors@avadel.com.
PARTICIPANTS IN THE SOLICITATION
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November 14, 2025 05:45 ET (10:45 GMT)
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