After finding itself in a bidding war for narcolepsy drug maker Avadel Pharmaceuticals plc, Alkermes plc increased its offer for Avadel, edging out the competing offer by Danish pharmaceutical company H. Lundbeck A/S.
Alkermes will now acquire Avadel for total transaction consideration of up to $22.50 per share, consisting of $21 in cash and one non-transferable contingent value right entitling holders to a potential additional cash payment of $1.50 per share, contingent upon final US Food and Drug Administration (FDA) LUMRYZ approval for the treatment of idiopathic hypersomnia in adults by the end of 2028. In connection with the increased offer, Alkermes and Avadel have entered into an amendment, dated November 18, 2025, to the definitive transaction agreement between the parties previously entered into on October 22, 2025.
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), 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 to acquire Avadel and that the Lundbeck Proposal was 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 per share in Alkermes’ increased offer is identical to the cash consideration proposed in the Lundbeck Proposal, the terms of the contingent value right in Alkermes’ increased offer are superior to the terms of the contingent value right included in the Lundbeck Proposal, which was determined to be unlikely to be achieved.
Avadel’s LUMRYZ, which received FDA approval as an extended-release oral suspension for treating cataplexy or excessive daytime sleepiness in patients seven years and older with narcolepsy, is a once-at-bedtime option in oxybate therapy. Avadel is also in an exclusive global license agreement with XWPharma Ltd to develop and commercialize valiloxybate, a GABA-B receptor agonist, a once-at-bedtime, salt-free, and artificial sweetener-free oxybate formulation.
Further acquisition documents are available on the Alkermes website.
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