Avadel board declares Lundbeck proposal superior to Alkermes offer

Avadel Pharmaceuticals (AVDL) announced that, following discussions and negotiations with H. 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, constitutes a “Company Superior Proposal” as defined in Avadel’s existing transaction agreement with Alkermes (ALKS). The Lundbeck proposal values Avadel at up to $23.00 per ordinary share, implying a total equity value of approximately $2.4B and representing an approximate 29% premium to Avadel’s closing price as of October 21, the last business day prior to announcement of the Alkermes acquisition. 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.