Lundbeck has entered the Avadel acquisition race with an unsolicited offer of up to $23 per ordinary share, comprising $21 in cash at closing and a $2 contingent value right (CVR). The CVR is structured in two tranches: $1 per share if the combined U.S. net sales of LUMRYZ and valiloxybate reach $450 million by December 31 2027, and an additional $1 per share if sales hit $700 million by December 31 2030. The bid values Avadel at roughly $2.24 billion, a premium of about 15 % over the $20 per share ($18.50 cash plus $1.50 CVR) that Alkermes had agreed to pay in its October 22, 2025 transaction agreement.
Avadel’s board has determined that the Lundbeck proposal could reasonably be expected to result in a “Company Superior Proposal” under the terms of its existing agreement with Alkermes. This designation allows Avadel to engage in discussions with Lundbeck while remaining bound to the Alkermes deal unless a formal termination is negotiated. Avadel’s board stated, “We have not determined that the Lundbeck proposal constitutes a Company Superior Proposal under the existing transaction agreement with Alkermes and have not changed our recommendation in support of the Alkermes acquisition at this time.”
The strategic logic behind Lundbeck’s move centers on LUMRYZ, an FDA‑approved extended‑release sodium oxybate for narcolepsy that is seeking orphan drug designation for idiopathic hypersomnia. By acquiring Avadel, Lundbeck would add a once‑at‑bedtime therapy to its portfolio and accelerate its entry into the sleep‑medicine market, a segment where patent expirations loom. For Alkermes, the acquisition was intended to broaden its pipeline for central disorders of hypersomnolence; the higher bid from Lundbeck threatens to dilute Alkermes’ valuation and could prompt a renegotiation of terms.
Avadel’s shares surged 16‑20 % in pre‑market trading on November 14, 2025, after the Lundbeck bid was disclosed. The spike reflects investors’ anticipation of a higher acquisition price and the possibility of a bidding war. The market reaction underscores the premium that Lundbeck is willing to pay for LUMRYZ’s commercial potential and the strategic value it brings to both parties.
The Hart‑Scott‑Rodino Act waiting period for the Alkermes‑Avadel transaction is set to expire on December 8, 2025. The new bid introduces uncertainty that could delay the closing of the Alkermes deal, potentially extending the regulatory review period and affecting the timing of shareholder approvals. If a bidding war ensues, both companies may need to adjust their timelines and disclose additional information to regulators and investors.
In summary, Lundbeck’s unsolicited $23‑per‑share offer has opened a competitive window that could reshape the valuation of Avadel and alter the trajectory of the Alkermes acquisition. The bid highlights the strategic importance of LUMRYZ and signals that both companies are willing to pursue aggressive tactics to secure a foothold in the growing sleep‑medicine market.
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