FORM 8.3 IRISH TAKEOVER PANEL DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013 DEALINGS BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE 1. KEY INFORMATION Name of person dealing (Note 1)State Street Global Advisors & AffiliatesCompany dealt inAvadel Pharmaceuticals plcClass of relevant security to whichthe dealings being disclosed relate (Note 2)$0.01 ordinary sharesDate of dealing26th January 2026 2. INTERESTS AND SHORT POSITIONS(110)   Interest ...

Core Viewpoint - Avadel Pharmaceuticals plc has successfully passed the necessary resolutions for the proposed acquisition by Alkermes plc, indicating strong shareholder support for the transaction [1][3][5]. Group 1: Scheme Meeting Results - At the Scheme Meeting, 61,861,352 shares were voted in favor of the Scheme Meeting Proposal, representing 97.41% of the votes, while 1,646,857 shares, or 2.59%, were against it [3]. - A total of 21 shareholders participated in the voting, with 20 shareholders (95.24%) voting in favor and one shareholder (4.76%) voting against the proposal [3]. - The votes in favor represented 63.03% of the total 98,151,471 Avadel shares outstanding as of the voting record time [4]. Group 2: Extraordinary General Meeting Results - At the EGM, the Scheme Approval Proposal received 62,444,065 votes in favor, accounting for 96.53%, while 2,247,706 votes (3.47%) were against it [5]. - The Articles of Association Amendment Proposal was approved with 61,808,690 votes in favor (95.85%) and 2,673,461 votes against (4.15%) [6]. - The Compensation Proposal was supported by 55,489,041 votes (86.37%), with 8,757,025 votes (13.63%) against it [6]. Group 3: Company Overview - Avadel Pharmaceuticals plc is a biopharmaceutical company focused on innovative solutions for medication development, with its commercial product LUMRYZ™ approved for treating narcolepsy [7].

Core Insights - The pharmaceutical industry is experiencing a significant shift in sentiment as executives prepare for the upcoming J.P. Morgan Healthcare Conference, with a more relaxed attitude compared to 2025 [1] - Concerns regarding drug pricing policies and tariffs that could erode profits have largely dissipated, leading to a notable reduction in industry anxiety [1][3] - Biopharmaceutical transactions have more than doubled over the past year, with expectations for continued growth in 2026 [1][3] Group 1 - The J.P. Morgan Healthcare Conference serves as a key networking and deal-making event for thousands of biopharmaceutical executives and investors [3] - A recent agreement with the White House aimed at lowering drug prices has positively influenced market sentiment, as companies have not significantly adjusted their financial outlooks [3] - In 2025, pharmaceutical companies completed $130 billion in transactions, a 124% increase from the previous year, with approximately 30 deals exceeding $1 billion [3] Group 2 - Major pharmaceutical companies like Merck, Pfizer, and Bristol-Myers Squibb are under pressure to replenish their product pipelines as blockbuster drug patents expire in the next five years, threatening over $300 billion in sales [6] - The rising stock prices have emboldened CEOs to pursue mergers and acquisitions, leading to competitive bidding wars for biotech firms developing potential blockbuster drugs [6][7] - Mid-sized companies are also actively acquiring early-stage biotech firms, indicating a shift in strategy as they seek growth opportunities [7] Group 3 - Despite the optimism, rising valuations may deter potential buyers from pursuing acquisitions [7] - Political uncertainties remain, particularly with the Trump administration's influence on the FDA and its unpredictable leadership changes [8] - The FDA has recently rejected several rare disease drug applications, causing frustration among investors and advocacy groups, which may lead to a more cautious approach to major mergers [8]

Key Information - State Street Global Advisors & Affiliates has disclosed dealings in Avadel Pharmaceuticals plc, specifically in $0.01 ordinary shares [2] - The date of the dealings was January 5, 2026 [2] Interests and Short Positions - After the dealings, State Street holds a long position of 2,289,115 shares, representing 2.35014% of the relevant securities [2] - There are no short positions or derivatives reported [2] Dealings - The transactions include: - Purchase of 6,600 shares at $21.50 per share - Purchase of 4,100 shares at $21.49 per share - Purchase of 4,868 shares at $21.50 per share - Sale of 7,302 shares at $21.50 per share [2][3] Other Information - There are no agreements, arrangements, or understandings related to options or derivatives disclosed [4] - No supplemental form is attached to this disclosure [4]

Key Information - The Vanguard Group, Inc. has disclosed its position regarding Avadel Pharmaceuticals plc, indicating ownership of 5,864,733 shares, which represents 6.02% of the company's relevant securities [1][3]. - The disclosure was made on December 26, 2025, with the position held as of December 24, 2025 [1][10]. Interests and Short Positions - Vanguard holds 5,864,733 ordinary shares of Avadel Pharmaceuticals, accounting for 6.02% of the total relevant securities [3]. - There are no short positions or cash-settled derivatives reported in this disclosure [3]. Dealings - On December 24, 2025, Vanguard purchased 752 shares of Avadel Pharmaceuticals at a price of $21.58 per share [7].

Core Viewpoint - Avadel Pharmaceuticals has completed patient enrollment in the REVITALYZ Phase 3 trial for LUMRYZ, an extended-release oral suspension of sodium oxybate, aimed at treating idiopathic hypersomnia (IH) [2][5]. Group 1: Trial Details - REVITALYZ is a double-blind, placebo-controlled, randomized withdrawal trial assessing the efficacy and safety of LUMRYZ administered as a once-at-bedtime dose for IH patients [3]. - The primary objective is to demonstrate a reduction in daytime sleepiness, measured by the change in total score on the Epworth Sleepiness Scale (ESS) at Week 14 [4]. - Secondary endpoints will evaluate additional efficacy parameters, including patient and clinician impressions, severity of IH, and functional outcomes of sleep [4]. Group 2: Market Need and Potential - Idiopathic hypersomnia is a serious sleep disorder affecting approximately 40,000 diagnosed patients in the U.S., characterized by extreme difficulty waking up and persistent daytime sleepiness [6]. - The approval of LUMRYZ could provide a valuable treatment option for IH patients, as current treatments are limited [4][5]. Group 3: Background on LUMRYZ - LUMRYZ was approved by the FDA on May 1, 2023, as the first and only once-at-bedtime treatment for cataplexy or excessive daytime sleepiness in adults with narcolepsy [7]. - The drug received Orphan Drug Designation for IH in June 2025, indicating its potential clinical superiority over existing treatments [9][10]. - LUMRYZ's once-nightly dosing regimen is designed to improve patient care by avoiding nocturnal arousal for a second dose [9].

Core Viewpoint - Alkermes plc has reached an agreement to acquire Avadel Pharmaceuticals plc, with the transaction structured as a scheme of arrangement under Irish law [1][8]. Group 1: Proposed Transaction Details - The acquisition involves Alkermes acquiring the entire issued and to be issued ordinary share capital of Avadel [1]. - The Proposed Transaction will be implemented through a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014 [1][8]. - A joint letter detailing the proposal has been sent to Avadel Equity Award Holders and ESPP Participants [2]. Group 2: Company Profiles - Alkermes is a global biopharmaceutical company focused on developing innovative medicines for neurological disorders, with a portfolio that includes treatments for alcohol and opioid dependence, schizophrenia, and bipolar I disorder [4]. - Avadel Pharmaceuticals specializes in transforming medicines to improve patient outcomes, with its commercial product LUMRYZ™ approved for treating narcolepsy [5][6]. Group 3: Additional Information - The Rule 15 Proposal is available for inspection on both Avadel's and Alkermes' websites [3]. - Avadel filed a definitive proxy statement with the U.S. Securities and Exchange Commission on December 3, 2025, which includes important information regarding the Proposed Transaction [9][11].

Core Viewpoint - Alkermes plc has reached an agreement to acquire Avadel Pharmaceuticals plc, with the transaction structured as a scheme of arrangement under Irish law [1][7]. Group 1: Proposed Transaction Details - The acquisition involves Alkermes acquiring the entire issued and to be issued ordinary share capital of Avadel [1]. - A proxy statement has been mailed to Avadel shareholders, detailing the terms and conditions of the Proposed Transaction [2]. - The Scheme Meeting for Avadel shareholders is scheduled for January 12, 2026, at 10:00 a.m. Irish local time, followed by an extraordinary general meeting at 10:15 a.m. [3]. Group 2: Company Background - Avadel Pharmaceuticals plc is a biopharmaceutical company focused on innovative medication solutions, with its commercial product LUMRYZ™ approved for treating narcolepsy [4].

Core Viewpoint - Alkermes plc has reached an agreement to acquire Avadel Pharmaceuticals plc, with the transaction structured as a scheme of arrangement under Irish law [1][8]. Group 1: Proposed Transaction Details - The acquisition will involve Alkermes acquiring the entire issued and to be issued ordinary share capital of Avadel [1]. - The transaction is to be implemented via a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014 [1]. - The Irish High Court has ordered a scheme meeting for Avadel shareholders to consider and vote on the scheme [2]. Group 2: Meeting Information - The Scheme Meeting is scheduled for January 12, 2026, at 10:00 a.m. Irish local time, followed by an extraordinary general meeting (EGM) at 10:15 a.m. or as soon as possible thereafter [3]. - Both meetings will take place at the offices of Arthur Cox LLP in Dublin, Ireland [3]. Group 3: Shareholder Communication - A proxy statement, which serves as a scheme circular, will be mailed to Avadel shareholders around December 3, 2025, detailing the terms and conditions of the proposed transaction [4]. - The definitive Proxy Statement will include important information regarding the transaction and will be sent to shareholders as of the record date of November 25, 2025 [9]. Group 4: Company Overview - Avadel Pharmaceuticals plc is a biopharmaceutical company focused on innovative medication solutions, with its commercial product LUMRYZ™ approved for treating narcolepsy [5].

Core Insights - Avadel Pharmaceuticals plc (NASDAQ:AVDL) is experiencing a decline in stock performance, dropping 6.67% to $21.40 amid a lack of new catalysts for investors [1][4] - Alkermes PLC has revised its acquisition offer for Avadel, now valuing the company at $2.37 billion with a new offer of $22.50 per share [2][3] - The updated offer from Alkermes includes $21 in cash and a contingent value right of $1.50 per share, contingent upon FDA approval of Lumryz [3] Group 1: Stock Performance - Avadel's stock fell by 6.67% on Wednesday, indicating investor sell-off due to absence of fresh buying catalysts [1][4] - The initial acquisition offer from Alkermes was $20, which has now been increased to $22.50, reflecting a significant upward revision [4] Group 2: Acquisition Details - The revised acquisition offer from Alkermes includes $21 in cash and a contingent value right of $1.50, which is dependent on FDA approval of Lumryz [3] - H. Lundbeck A/S has also made a competing bid for Avadel at $23 per share, which includes $21 in cash and $2 in contingent value rights [4] Group 3: Agreement Terms - The initial agreement between Avadel and Alkermes allows Avadel to engage with other potential buyers, but it cannot terminate the existing agreement with Alkermes [5]