Lundbeck Bid for Avadel Tops Alkermes Deal
Lundbeck Bid for Avadel raises takeover stakes by topping Alkermes' signed agreement and could force matching or renegotiation that reshapes deal certainty
KEY TAKEAWAYS
- Lundbeck offered $23 per share with $21 cash plus a non-transferable contingent value right.
- Alkermes had agreed to acquire Avadel at $20 per share under the Oct. 22 transaction agreement.
- Avadel's board was reviewing the approach while Alkermes was consulting advisers and options remained uncertain.
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Lundbeck’s unsolicited bid for Avadel Pharmaceuticals on Nov. 14, 2025, proposed a higher price than Alkermes’ Oct. 22 agreement, prompting Avadel’s board to review the offer while Alkermes consults advisers.
Offer Terms and Board Review
Avadel Pharmaceuticals plc said in a Nov. 14 press release at 5:45 a.m. ET that H. Lundbeck A/S submitted an unsolicited proposal to acquire the company for $23 per share. The offer consists of $21 per share in cash at closing plus a non-transferable contingent value right (CVR) for potential additional payments.
On Oct. 22, 2025, Avadel and Alkermes plc signed a transaction agreement under which Alkermes agreed to acquire Avadel at $20 per share, valuing the company at about $2.1 billion. A secondary report valued Lundbeck’s approach at up to $2.25 billion, exceeding the Alkermes agreement and potentially disrupting the planned transaction.
Avadel said its board is reviewing Lundbeck’s proposal but has not changed its recommendation to shareholders and will update them as appropriate. Alkermes confirmed it is consulting advisers to evaluate its options following Avadel’s announcement.
Avadel classified the Lundbeck approach as inside information under the EU Market Abuse Regulation and said it is not a firm offer under Rule 2.7 of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. The proposal falls under Rule 2.4 and is subject to due diligence, regulatory approvals, and negotiation of definitive terms. Both companies said there is no certainty an offer will be made or on what terms.
The higher unsolicited bid shifts the price dynamics and raises the stakes for shareholders and Alkermes as it considers whether to match or respond to the proposal.
The timeline of events is as follows: On Oct. 22, Avadel and Alkermes signed the transaction agreement; on Nov. 14 at 5:45 a.m. ET, Avadel announced receipt of Lundbeck’s unsolicited proposal; Alkermes responded at 7:45 a.m. ET confirming it is reviewing options; and at 9:40 a.m. ET, a secondary report valued Lundbeck’s bid at up to $2.25 billion.
