On November 17, 2025, Avadel Pharmaceuticals’ Board of Directors declared that the unsolicited proposal from Lundbeck to acquire the company constitutes a “Company Superior Proposal” under the terms of Avadel’s existing transaction agreement with Alkermes. The declaration signals that the board believes the Lundbeck offer provides greater value to shareholders than the previously agreed Alkermes deal.
Lundbeck’s offer values Avadel at up to $23 per share, translating to roughly $2.4 billion in equity value. The proposal consists of $21 per share in cash at closing and a contingent value right (CVR) that could add up to $2.00 per share. The CVR is tied to sales milestones for LUMRYZ and the pipeline drug valiloxybate, requiring $450 million in sales by December 31 2027 and $700 million by December 31 2030.
By comparison, Avadel’s October 22 agreement with Alkermes capped the purchase price at up to $20 per share, comprising $18.50 in cash and a $1.50 CVR contingent on FDA approval of LUMRYZ for idiopathic hypersomnia by the end of 2028. The Lundbeck offer therefore represents a premium of up to $3 per share, or roughly 15 % over the Alkermes valuation, and a higher potential upside through the CVR.
Under the Alkermes transaction agreement, the board’s declaration triggers a five‑business‑day period during which Alkermes may negotiate in good faith to amend the agreement or, if it chooses, terminate it. The board also clarified that no action is required from Avadel shareholders at this time, and the process is governed by Irish Takeover Rules that set the timeline for disclosure and negotiation.
Both Lundbeck and Alkermes view Avadel’s portfolio—particularly the narcolepsy drug LUMRYZ and the investigational valiloxybate—as key to expanding their presence in the sleep‑medicine market. The board’s assessment that Lundbeck’s offer is superior reflects the higher cash component, the larger CVR, and the stronger sales‑milestone structure that together promise greater shareholder value.
Investors have reacted to the announcement by weighing the higher valuation offered by Lundbeck against the strategic fit of the Alkermes deal. While the board’s decision signals a potential bidding war, shareholders are not required to act immediately, and the market has already priced in the premium offered by Lundbeck.
In a statement, the board said it had “determined in good faith, after consultation with its financial and legal advisors, that the unsolicited proposal from Lundbeck constitutes a ‘Company Superior Proposal’ as defined in Avadel’s existing transaction agreement with Alkermes.” The statement underscores the board’s confidence in the financial merits of the Lundbeck offer.
The declaration sets the stage for a possible renegotiation or termination of the Alkermes agreement, which could accelerate the completion of the acquisition or lead to a new deal structure. The outcome will hinge on Alkermes’ willingness to match or exceed Lundbeck’s terms and on the regulatory and market dynamics surrounding LUMRYZ’s commercial rollout.
The content on BeyondSPX is for informational purposes only and should not be construed as financial or investment advice. We are not financial advisors. Consult with a qualified professional before making any investment decisions. Any actions you take based on information from this site are solely at your own risk.