Alkermes plc and Avadel Pharmaceuticals have agreed to revised terms for Alkermes’ acquisition of Avadel, increasing the total potential value of the deal to $22.50 per share. The new offer consists of $21.00 in cash plus a non-transferable contingent value right (CVR) worth up to an additional $1.50 per share. The CVR will pay out if the U.S. FDA grants final approval of LUMRYZ™ for idiopathic hypersomnia in adults by the end of 2028. The updated proposal, announced on November 18, 2025, amends the companies’ prior agreement from October and raises Avadel’s total valuation to approximately $2.37 billion, assuming the CVR milestone is achieved.
Both companies’ boards have approved the revised transaction, which remains on track to close in the first quarter of 2026 pending regulatory and shareholder approvals. The increased offer follows a competitive bidding environment sparked by an unsolicited acquisition proposal from H. Lundbeck A/S on November 14. Avadel initially deemed Lundbeck’s offer a “Company Superior Proposal” under the terms of the original agreement. However, after comparing both bids with its financial and legal advisors, Avadel’s board concluded that Alkermes’ revised CVR terms offered a more achievable and attractive milestone path than the CVR included in the Lundbeck proposal.
While both proposals matched on upfront cash consideration—$21.00 per share—the board determined that Lundbeck’s CVR was less likely to be realized, making Alkermes’ offer superior overall. This determination enabled Avadel to reaffirm its support for the Alkermes transaction under the amended agreement.
The companies emphasized that shareholders should review the full details of the Amendment, which will appear in forthcoming Form 8-K filings with the U.S. Securities and Exchange Commission. Avadel also plans to file a definitive proxy statement outlining the revised acquisition terms, and shareholders will be asked to vote on the deal. The transaction remains subject to the conditions detailed in the earlier October announcement, with an extended end date reflected in the revised terms.
The acquisition is backed by fully committed financing provided to Alkermes by J.P. Morgan, which is serving as its exclusive financial advisor. Alkermes is represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP, McCann FitzGerald LLP, and Cleary Gottlieb Steen & Hamilton LLP for financing matters. Avadel’s advisors include Morgan Stanley and Goldman Sachs, with legal counsel from Goodwin Procter LLP and Arthur Cox LLP.
If completed, the deal would mark a significant strategic expansion for Alkermes, particularly in the sleep disorder therapeutics market, while offering Avadel shareholders both immediate cash value and potential future upside tied to LUMRYZ’s regulatory progress.