NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER RULES
— Augments Revenue Growth Profile and Diversifies Alkermes’ Commercial Portfolio with New High Growth Product, LUMRYZ™(Sodium Oxybate)
— Accelerates Alkermes’ Commercial Entry into Sleep Medicine Market and Provides Strong Foundation for Potential Launch of Alixorexton
— Expected to be Immediately Accretive and Enhance Profitability Upon Closing
— Positions the Combined Organization to Accelerate Innovation and Expand its Leadership in Development of Treatments for Sleep Disorders and Other Neurological Disorders
— Transaction Valued at $18.50 per Share in Cash with a CVR for an Additional $1.50 per Share in Cash, for Total Consideration of up to $20.00 per share, or a Transaction Value of up to $2.1 Billion
— Alkermes to Host Conference Call and Webcast on Oct. 22, 2025 at 8:00 a.m. ET
Alkermes plc (Nasdaq: ALKS) (“Alkermes”) and Avadel Pharmaceuticals plc (Nasdaq: AVDL) (“Avadel”) today announced that the companies have entered into a definitive agreement under which Alkermes will acquire Avadel, a commercial-stage biopharmaceutical company, for total transaction consideration of up to $20.00 per share in cash, which values Avadel at approximately $2.1 billion and represents a premium of 38% to the weighted average trading price of Avadel over the three months prior to today’s announcement and a premium of 12% to Avadel’s closing price on Oct. 21, 2025 (being the last business day prior to publication of this announcement). The transaction has been approved by the boards of directors of both companies and is expected to close in the first quarter of 2026.
The planned acquisition adds Avadel’s FDA-approved product, LUMRYZ™ (sodium oxybate) for the treatment of cataplexy or excessive daytime sleepiness in patients over 7 years of age with narcolepsy, to Alkermes’ commercial portfolio. This strategic move accelerates Alkermes’ entry into the sleep medicine market and enhances its ability to unlock the full potential of its late-stage development pipeline focused on central disorders of hypersomnolence. The transaction is expected to be immediately accretive upon closing and represents a compelling financial and strategic opportunity, leveraging Alkermes’ existing commercial expertise and operational infrastructure and adding new capabilities in rare disease.
Avadel is a recognized innovator in the sleep medicine space, committed to addressing significant unmet needs for patients. Since launching LUMRYZ™ in 2023, Avadel has successfully built and scaled a commercial organization that has driven strong demand. Approximately 3,100 patients were on LUMRYZ™ therapy as of June 30, 2025, with new patient starts outpacing the twice-nightly mixed-salts competitor by more than 2:1 since July 2023. With net revenues of $265 – $275 million expected in 2025 and an estimated population of >50,000 oxybate-eligible narcolepsy patients in the United States, LUMRYZ™ has been on a robust growth trajectory, with significant opportunity for growth ahead.
“This transaction represents a pivotal step in Alkermes’ strategic evolution. With the acquisition of Avadel, we are able to accelerate our commercial entry into the sleep medicine market at a critical inflection point as we prepare to advance alixorexton into a phase 3 program in narcolepsy. Avadel’s innovative portfolio, commercial capabilities and dedicated employees provide a strong foundation for growth in this therapeutic area. Enabled by our strong balance sheet, this all-cash transaction enhances our revenue growth profile and is expected to be immediately accretive, reinforcing our commitment to delivering long-term value for shareholders,” said Richard Pops, Chief Executive Officer of Alkermes.
“This transaction represents a compelling outcome for our shareholders and a powerful validation of our strategy, execution, commercial capabilities and the differentiated value of LUMRYZ™. We’ve built a company deeply committed to transforming the lives of people living with narcolepsy, and I’m incredibly proud of what our team has accomplished. Alkermes shares our passion for innovation and patient impact and, together, we will continue this important work on behalf of people living with central disorders of hypersomnolence,” said Greg Divis, Chief Executive Officer of Avadel.
Strategic Rationale
- The acquisition of Avadel and its commercial product, LUMRYZ™, positions Alkermes as a key player in the commercial sleep medicine market.
- LUMRYZ™, the first and only once-at-bedtime oxybate for narcolepsy, is approved for the treatment of cataplexy or excessive daytime sleepiness in patients 7 years of age or older with narcolepsy. Its once-nightly dosing offers a differentiated product profile with strong market uptake since its launch and significant growth potential.
- Avadel’s established and proven commercial infrastructure and experience in rare disease provide a strong foundation for the potential launch of alixorexton, Alkermes’ orexin 2 receptor agonist candidate in development for the treatment of narcolepsy and idiopathic hypersomnia.
- The transaction is expected to be immediately accretive and to enhance Alkermes’ revenue growth profile and profitability upon closing, expected in the first quarter of 2026.
- The financial strength and capabilities of the combined organization will support a broad development strategy for Alkermes’ portfolio of orexin 2 receptor agonists, including ALKS 4510 and ALKS 7290, which are currently in phase 1 studies. In addition, the combined resources will support the advancement of clinical studies to support potential label expansion opportunities for LUMRYZ™, currently being studied in a phase 3 clinical trial in patients with idiopathic hypersomnia, and the potential advancement of valiloxybate, Avadel’s in-licensed salt-free, once-at-bedtime oxybate candidate in clinical development.
- Integration of Avadel’s operations is expected to drive certain cost synergies and operational efficiencies as Alkermes prepares for the potential commercial launch of alixorexton, its lead orexin development candidate.
Transaction Details
Under the terms of and subject to the conditions set out in the Transaction Agreement, Alkermes will acquire all outstanding ordinary shares of Avadel for $18.50 per share, payable in cash at closing. In addition, Alkermes will provide Avadel shareholders with a non-transferable contingent value right (CVR) entitling holders to a potential additional cash payment of $1.50 per share, contingent upon final FDA approval of LUMRYZ™ for the treatment of idiopathic hypersomnia in adults by the end of 2028. Taken together, this potential per share acquisition price represents an equity value of approximately $2.1 billion. Alkermes expects to finance the acquisition with cash on hand, supplemented by the issuance of new debt. The transaction, which has been approved by the boards of directors of both Alkermes and Avadel, is expected to close in the first quarter of 2026, subject to the Conditions set out in Appendix III of this Announcement, including certain regulatory approvals and approvals by Avadel’s shareholders.
J.P. Morgan is acting as exclusive financial advisor to Alkermes, and Paul, Weiss, Rifkind, Wharton & Garrison LLP and McCann FitzGerald LLP are acting as legal counsel to Alkermes for the transaction. J.P. Morgan has provided fully committed financing to Alkermes in support of the transaction. Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to Alkermes for the financing. Morgan Stanley and Goldman Sachs are acting as financial advisors to Avadel, and Goodwin Procter LLP and Arthur Cox LLP are acting as legal counsel to Avadel.
Conference Call
Alkermes will host a conference call and webcast with accompanying slides at 8:00 a.m. ET (1:00 p.m. BST) on Wednesday, Oct. 22, 2025, to discuss the planned acquisition. The webcast may be accessed on the Investors section of Alkermes’ website at www.alkermes.com. The conference call may be accessed by dialing +1 877 407 2988 for U.S. callers and +1 201 389 0923 for international callers. In addition, a replay of the conference call may be accessed by visiting Alkermes’ website.
