After a small bidding war broke out between Alkmeres and Lundbeck, Avadel Pharmaceuticals reached an agreement with Alkmeres in a revised acquisition offer valuing Avadel at $2.3 billion.¹

Alkmeres’ revised acquisition improved upon its original offer of $20 per share, increasing its offer to $22.50 per share, consisting of $21.00 per share and a contingent value right (CVR) of $1.50 per share.¹

What are the details of Alkermes’ revised acquisition offer?

Alkermes’ $1.50 CVR price is contingent upon approval for Avadel’s leading treatment candidate for idiopathic hypersomnia in adults, Lumryz, The treatment needs to receive approval by the end of 2028 for Avadel shareholders to receive the full $1.50 CVR.

Along with the acquisition agreement, Avadel and Alkermes also entered into an amendment, dated November 18, 2025, for the increased acquisition offer.¹

The transaction was approved by the boards of directors of both Alkermes and Avadel respectively, and is subject to the satisfaction of the conditions, including the extended end date as described in the revised offer announcement.¹ The transaction is expected to close in the first quarter of 2026.

Avadel’s board of directors’ decision

Avadel Pharmaceuticals released a statement on its decision to agree to Alkermes’ increased proposal in a press release, saying,“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 have determined that the Lundbeck Proposal no longer constitutesa "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.”

What was Lundbeck’s unsolicited acquisition proposal to Avadel?

On the heels of Alkermes’ original acquisition proposal sent to Avadel in late October this year, Lundbeck sent its initial offer to Avadel on November 14, at a price of $23 per share.After assessing both Alkermes’ original offer and Lundbeck’s offer, along with consulting with outside legal counsel and financial advisors, Avadel’s board of directors deemed Lundbeck’s offer as a Superior Proposal Offer.¹

Despite the increased $2.00 per share value ofLundbeck’s proposal, in making its decision, the board of directors of Avadel determined that the upfront cash consideration of $21.00 per share in Alkermes' increased offer is identical to the cash consideration proposed in Lundbeck’s original proposal, and that the terms of the CVR in Lundbeck’s proposal were unlikely to be achieved, compared to the CVR in Alkermes’ imp[roved proposal.¹

Sources

1. Alkermes plc Announces Increased Offer to Acquire Avadel Pharmaceuticals plc Alkermes plc November 19, 2025 https://www.prnewswire.com/news-releases/alkermes-plc-announces-increased-offer-to-acquire-avadel-pharmaceuticals-plc-302619905.html
2. Avadel Board of Directors Declares Lundbeck Proposal a “Company Superior Proposal Avadel Pharmaceuticals November 17, 2025 https://investors.avadel.com/news-releases/news-release-details/avadel-board-directors-declares-lundbeck-proposal-company