Alkermes and Avadel Pharmaceuticals have agreed to an increased recommended offer under which Alkermes will acquire Avadel for up to $22.50 per share, comprising $21.00 in cash and a non-transferable contingent value right (CVR) for a potential additional $1.50 per share. The CVR entitles holders to an extra payment if the U.S. FDA grants final approval of LUMRYZ™ for idiopathic hypersomnia in adults by the end of 2028. This new offer values Avadel at up to around $2.37 billion if the milestone is achieved.
The companies entered into an amendment to their transaction agreement on November 18, 2025, following Avadel’s announcement that it had received a competing acquisition proposal from H. Lundbeck A/S, which was initially found to be a “Company Superior Proposal.” However, after evaluating both offers with its advisors, Avadel’s board determined that Alkermes’ increased offer was superior due to more favorable CVR terms and now unanimously recommends the Alkermes proposal.
The transaction, subject to regulatory and shareholder approvals and other conditions, is expected to close in the first quarter of 2026. The acquisition is intended to be implemented by a High Court-sanctioned scheme of arrangement in Ireland.
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