Avadel Board of Directors Declares Lundbeck Proposal a “Company Superior Proposal”

Core Viewpoint - Avadel Pharmaceuticals has received an unsolicited acquisition proposal from H. Lundbeck A/S, valuing Avadel at up to $23.00 per ordinary share, which translates to a total equity value of approximately $2.4 billion, representing a 29% premium over Avadel's closing price prior to the announcement of the Alkermes acquisition [3][4]. Summary by Sections Acquisition Proposal - The Lundbeck Proposal includes $21.00 per ordinary share in cash at closing and a contingent value right (CVR) that could provide additional cash payments of up to $2.00 per share based on sales milestones for LUMRYZ™ and valiloxybate by specified dates [4]. - The proposal is contingent upon various closing conditions, including shareholder approval from Avadel and necessary regulatory approvals [4]. Company Response - Avadel's Board of Directors has determined that the Lundbeck Proposal constitutes a "Company Superior Proposal" under its existing agreement with Alkermes, triggering a five business day negotiation period with Alkermes [5][6]. - During this period, Avadel will discuss any potential amendments to the Alkermes Transaction Agreement that could alter the status of the Lundbeck Proposal [5]. Current Status - The Alkermes Transaction Agreement remains in effect, and Avadel's Board has not changed its recommendation in support of the Alkermes acquisition, indicating no immediate action is required from Avadel shareholders [7]. - Avadel will refrain from further comments on the Lundbeck Proposal until the negotiation period with Alkermes concludes [8]. Financial Advisors - Morgan Stanley and Goldman Sachs are serving as financial advisors to Avadel in relation to the acquisition discussions [10][23].