Avadel Pharmaceuticals plc (NASDAQ:AVDL) surged 16% on Friday after announcing that it had received an unexpected acquisition proposal from H. Lundbeck A/S, valuing the company at up to $23.00 per ordinary share.
Lundbeck’s bid includes $21.00 per share in cash at closing, along with a non-transferable contingent value right (CVR) that could deliver up to an additional $2.00 per share. The CVR would provide $1.00 if LUMRYZ and valiloxybate together generate at least $450 million in annual U.S. sales by 2027, and another $1.00 if they reach $700 million by 2030.
This offer arrives just weeks after Avadel accepted a takeover agreement from Alkermes plc (NASDAQ:ALKS) on October 22, a deal valued at up to $20.00 per share. That earlier agreement includes $18.50 per share paid at closing plus a $1.50 CVR tied to FDA approval of LUMRYZ for treating idiopathic hypersomnia in adults before the end of 2028.
Avadel’s Board of Directors said Lundbeck’s approach could reasonably lead to a “Company Superior Proposal” under the terms of its contract with Alkermes. This finding permits Avadel to enter discussions with Lundbeck, although the board has not altered its recommendation supporting the Alkermes transaction.
In line with Irish Takeover Rules, Lundbeck must state a firm intention to make a binding offer—or confirm that it will not—no later than seven days before Avadel’s shareholder meeting to vote on the Alkermes deal.
Morgan Stanley and Goldman Sachs are acting as financial advisors to Avadel, while Goodwin Procter LLP and Arthur Cox LLP are providing legal counsel. Avadel said shareholders do not need to take any action at this stage.