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Alkermes Increases Acquisition Offer for Avadel Pharmaceuticals

On November 19, 2025, Alkermes plc officially announced a revised and increased offer to acquire Avadel Pharmaceuticals plc. This strategic move comes amid ongoing discussions and negotiations between the two biopharmaceutical companies. The new offer valued at a total of $22.50 per share comprises $21.00 in cash along with a non-transferable contingent value right (CVR) of $1.50 per share, contingent upon the FDA’s eventual approval of Avadel’s treatment for idiopathic hypersomnia, known as LUMRYZ™.

Background of the Acquisition

The proposal marks a significant increase from the original offer made on October 22, 2025, which consisted of $18.50 in cash and a similar CVR. The new terms reflect Alkermes' commitment to maximizing value for shareholders and enhancing Avadel's position in the biopharmaceutical market.

The backdrop to this situation includes a competitive unsolicited proposal from H. Lundbeck A/S, which raised concerns within Avadel’s board regarding the attractiveness of the offer from Alkermes. Initially, the Lundbeck proposal was considered a “Company Superior Proposal,” prompting Avadel’s board to deliberate the merits of both offers closely. However, Avadel’s leadership ultimately concluded that Alkermes’ increased offer, particularly the superior terms associated with the CVR, presented a better long-term value proposition.

Details of the Increased Offer

Under the terms of the increased proposal, Avadel shareholders will receive:

• - $21.00 in cash for each share.
• - One CVR allowing the possibility of receiving an additional $1.50, pending the approval of LUMRYZ™ by the FDA by the end of 2028. This structure aims to incentivize compliance with expected regulatory milestones, adding a layer of potential future value to the shareholders of Avadel.

Considering the CVR’s financial implications, the total offer effectively values Avadel at approximately $2.37 billion, contingent on the success of the FDA approval process, which is a critical aspect of the acquisition deal.

Approval Process and Next Steps

The acquisition is subject to various conditions, including approval from both Alkermes and Avadel’s boards of directors and regulatory clearances. It is expected that the deal will close in the first quarter of 2026, solidifying Alkermes’ position in the neuroscience medicine market. Avadel’s board encourages shareholders to review the full terms of the amendment, which will be detailed in a definitive proxy statement to be filed with the SEC.

As part of the acquisition framework, Alkermes has engaged J.P. Morgan as the exclusive financial advisor for the transaction, while Goldman Sachs and Morgan Stanley are advising Avadel. This indicates a well-structured support system behind both parties to navigate the complexities of the deal.

Future Implications

The acquisition of Avadel by Alkermes could significantly enhance both companies’ ability to develop and market innovative therapies. LUMRYZ™, as a novel treatment, has the potential to expand the reach of both organizations within the therapeutic landscape for sleep disorders.

Avadel’s commitment to transforming patient treatment experiences aligns with Alkermes’ growth objectives, presenting a strategic fit that extends beyond mere financial metrics. The integration of resources, technology, and expertise from both companies can lead to enhanced capability in developing future treatments collaboratively.

In summary, Alkermes’ revised offer not only shapes a competitive narrative in the biopharmaceutical market but also showcases a concerted effort to prioritize shareholder value while igniting new opportunities in medical innovation. Stakeholders from both companies are advised to stay informed as developments unfold over the coming months.