Avadel receives $23 per share acquisition proposal from Lundbeck

Avadel Pharmaceuticals (AVDL) announced that it has received an unsolicited proposal from Lundbeck to acquire Avadel for up to $23.00 per ordinary share, comprised of $21.00 per ordinary share in cash at closing and a non-transferable contingent value right entitling holders to potential additional cash payments of $1.00 per ordinary share, contingent upon Lumryz and valiloxybate collectively reaching total annual net sales for end-use in the United States of at least $450M in any calendar year by December 31, 2027 and $1.00 per ordinary share, contingent upon Lumryz and valiloxybate collectively reaching total annual net sales for end-use in the United States of at least $700M in any calendar year by December 31, 2030. 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 (ALKS). As previously announced, on October 22, Avadel entered into a definitive transaction agreement with Alkermes, under which Alkermes will acquire all outstanding ordinary shares of Avadel. 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 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 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 superior proposal under the existing transaction agreement with Alkermes and has not changed its recommendation in support of the Alkermes acquisition at this time.