Core Insights - Avadel Pharmaceuticals' board has deemed Lundbeck's unsolicited acquisition offer as a "Company Superior Proposal" compared to the existing agreement with Alkermes [1][8][10] Acquisition Offers - Lundbeck has made an unsolicited offer to acquire Avadel for up to $23.00 per share, valuing the company at approximately $2.4 billion, which represents a 29% premium over Avadel's closing price on October 21, 2025 [2][6] - The previous agreement with Alkermes was for up to $20.00 per share, totaling around $2.1 billion [3][10] Financial Performance - Avadel's shares have increased by 119% year-to-date, significantly outperforming the industry average rise of 6.4% [5] - Lumryz, Avadel's lead product, generated sales of $198.1 million in the first nine months of 2025, marking a year-over-year increase of nearly 67% [9] Product Details - Lumryz is approved as the first and only once-at-bedtime oxybate for treating cataplexy or excessive daytime sleepiness in patients aged seven years and older with narcolepsy [7] Next Steps in Acquisition Process - Following Lundbeck's offer, Avadel has activated a five-business-day window for Alkermes to potentially revise its acquisition proposal [10][11] - If Avadel determines that Lundbeck's offer remains superior after this period, it may terminate the agreement with Alkermes [11][12]

Core Viewpoint - Avadel Pharmaceuticals has received an unsolicited acquisition proposal from H. Lundbeck A/S, offering up to $23.00 per ordinary share, which includes cash and contingent value rights, leading the Board to consider it a potential "Company Superior Proposal" compared to its existing agreement with Alkermes [3][5]. Summary by Sections Acquisition Proposal - Lundbeck's proposal includes $21.00 in cash per ordinary share at closing and contingent value rights that could provide an additional $2.00 per share based on sales milestones for LUMRYZ™ and valiloxybate [3]. - The proposal is contingent upon various closing conditions, including shareholder and regulatory approvals [3]. Existing Agreement with Alkermes - Avadel has a definitive transaction agreement with Alkermes, under which shareholders would receive up to $20.00 per ordinary share, consisting of $18.50 in cash and a contingent value right of $1.50 [4]. - The Board's determination regarding Lundbeck's proposal allows for discussions but does not permit Avadel to terminate its agreement with Alkermes [5]. Board's Position - The Board has not yet confirmed that Lundbeck's proposal constitutes a Company Superior Proposal under the existing agreement with Alkermes and has not changed its recommendation in support of the Alkermes acquisition [5][6]. - There is no assurance that discussions with Lundbeck will lead to a definitive agreement [6]. Financial Advisors - Morgan Stanley and Goldman Sachs are serving as financial advisors to Avadel in relation to the acquisition discussions [9][23].