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].

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 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 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].

Core Viewpoint - Avadel Pharmaceuticals has received an unsolicited acquisition proposal from H. Lundbeck A/S at a price of $23.00 per share, which includes $21.00 in cash and potential additional cash payments based on future sales of LUMRYZ™ and valiloxybate [1][7]. Group 1: Acquisition Proposal Details - The Lundbeck proposal includes a cash payment of $21.00 per share and a contingent value right (CVR) that could provide an additional $1.00 per share if certain sales milestones are met by specified dates [1]. - The total value of Lundbeck's proposal is approximately $2.25 billion [7]. - Avadel's board has determined that the Lundbeck proposal may be considered a "superior proposal" compared to its existing agreement with Alkermes, which offers $20.00 per share, consisting of $18.50 in cash and a CVR of $1.50 [2][7]. Group 2: Current Status and Implications - Avadel's board is currently reviewing the Lundbeck proposal and has been authorized to provide information and engage in discussions with Lundbeck, but cannot terminate the existing agreement with Alkermes [3][7]. - Alkermes has stated that it is considering its options following Lundbeck's proposal and emphasized that Avadel must first negotiate with Alkermes before accepting any alternative offers [7][9]. - Avadel shareholders are not required to take any action at this time as discussions are ongoing [6]. Group 3: Strategic Context - Lundbeck is shifting its operational model towards a partnership approach, focusing on higher-value innovative drug products, which aligns with its recent strategic adjustments [10]. - The competitive landscape is highlighted by a recent bidding war involving another biotech company, Metsera, indicating a trend of increased acquisition activity in the sector [10].

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].

Core Viewpoint - Monteverde & Associates PC is investigating Avadel Pharmaceuticals plc regarding its proposed sale to Alkermes plc, which includes a cash payment of $18.50 per share and a contingent value right of $1.50 per share, pending FDA approval of LUMRYZ™ by the end of 2028 [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is headquartered in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Transaction Details - Avadel shareholders are set to receive $18.50 per share in the proposed transaction with Alkermes plc [1]. - Additionally, shareholders may receive a contingent payment of $1.50 per share, contingent upon the FDA's final approval of LUMRYZ™ for treating idiopathic hypersomnia by the end of 2028 [1].

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the proposed sale of Avadel Pharmaceuticals plc to Alkermes plc for Avadel shareholders [1] Transaction Details - The proposed transaction offers Avadel shareholders $18.50 per share [1] - Shareholders will also receive a non-transferable contingent value right that could provide an additional cash payment of $1.50 per share, contingent upon final FDA approval of LUMRYZ™ for the treatment of idiopathic conditions [1]