Core Viewpoint - Avadel Pharmaceuticals plc has received approval from the Irish High Court for a scheme of arrangement that will allow Alkermes plc to acquire all issued shares of Avadel, marking a significant step in the Proposed Transaction [1][2]. Company Overview - Avadel Pharmaceuticals plc is a biopharmaceutical company focused on innovative medication solutions, with its commercial product LUMRYZ™ being the first and only once-at-bedtime oxybate approved for treating narcolepsy in patients aged 7 and older [5]. Proposed Transaction Details - The Proposed Transaction involves Alkermes acquiring the entire issued and to be issued ordinary share capital of Avadel [1]. - The completion of the Proposed Transaction is contingent upon the delivery of a copy of the Court Order sanctioning the Scheme to the Registrar of Companies [2]. - The Court Order is expected to be processed by February 11, 2026, with the Scheme taking effect on February 12, 2026, leading to the last trading day of Avadel Shares on Nasdaq being February 11, 2026 [3].

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 26, 2026 [2]. Interests and Short Positions - After the dealings, State Street holds a long position of 2,333,492 shares, representing 2.39570% of the relevant securities [2]. - There are no short positions or derivatives reported [2]. Dealings - The company made several purchases of relevant securities on January 26, 2026, with the following details: - Purchased 2,434 shares at a price of $21.57 each - Purchased 675 shares at a price of $21.57 each - Purchased 6 shares at a price of $21.57 each - Purchased another 6 shares at a price of $21.57 each [3]. Other Information - There are no agreements, arrangements, or understandings relating to options or derivatives disclosed [5]. - A Supplemental Form 8 is not attached [5].

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].