お知らせ • Oct 22
Alkermes plc (NasdaqGS:ALKS) entered into a definitive agreement to acquire Avadel Pharmaceuticals plc (NasdaqGM:AVDL) for $1.8 billion.
Alkermes plc (NasdaqGS:ALKS) entered into a definitive agreement to acquire Avadel Pharmaceuticals plc (NasdaqGM:AVDL) for $1.8 billion on October 22, 2025. 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 Subject and pursuant to the terms of the CVR Agreement, each CVR will represent the contractual right to receive the Milestone Payment upon the occurrence of each of: approval by the United States Food and Drug Administration (the "FDA") of an application submitted to the FDA for the commercial marketing and sale of the CVR Product in the United States for the Indication; provided, that, such approval shall be deemed achieved upon receipt of written notice from the FDA that the CVR Product has been approved for the Indication in the United States and which is not blocked by any third party orphan-drug exclusivity, regardless of whether any risk evaluation and mitigation strategies or other conditions are imposed by the FDA ("LUMRYZ Approval"); and the dismissal of the Claims with prejudice by the United States District Court for the District of Delaware pursuant to the Settlement and License Agreement, by and between Jazz Pharmaceuticals, Inc. and Jazz Pharmaceuticals Ireland Limited, on the one hand, and Avadel CNS Pharmaceuticals LLC and Flamel Ireland Limited, on the other hand, dated October 21, 2025 between the Company and Jazz Pharmaceuticals, Inc. (such occurrence, the "Legal Event," and together with LUMRYZ Approval, the "Milestone"). If the Milestone is not achieved by the Milestone Expiration, then the CVRs will have no value. The minimum payment under each CVR is zero; if the Milestone Payment is made, the payment under each CVR is $1.50. It is intended that, subject to and following the Scheme becoming effective, and subject to applicable laws and rules and policies of Nasdaq, the Company Shares will be delisted from the Nasdaq Global Market and deregistered, along with any other Company securities registered under the Exchange Act, if any, as promptly as practicable after the Effective Time. As a result of the Scheme, Avadel will become a wholly owned subsidiary of Alkermes. Alkermes reserves the right, subject to the terms of the Transaction Agreement, to elect to implement the Acquisition by way of a takeover offer (as such term is defined in the Irish Takeover Rules) rather than the Scheme. The Bridge Credit Agreement provides for a senior secured bridge term loan facility (the “Bridge Credit Facility”) in an aggregate principal amount of up to $1,231,459,813.22 that is available to finance the payment of Cash Consideration and fees and expenses related to the Acquisition.
Following Completion, the global headquarters of the Combined Group will be located at Alkermes' current global headquarters in Dublin, Ireland. Alkermes will, as part of its review of the Company's business referred to above, evaluate the consolidation of some or all of the Company's locations of business, including functions currently undertaken at the Company's U.S. headquarters in St. Louis, Missouri, into Alkermes' global headquarters in Dublin, Ireland and other locations of Alkermes across the United States.
The Acquisition is subject to the satisfaction or waiver (as applicable) of the Conditions, which are set out in full in Appendix III (Conditions of the Acquisition and the Scheme) to this Announcement, including, in summary the approval by the Company Shareholders of the Scheme; the sanction by the High Court of the Scheme; the receipt of required antitrust Clearances in the United States; the Transaction Agreement not having been terminated in accordance with its terms; the absence of a Company Material Adverse Effect that is continuing; the absence of a Parent Material Adverse Effect that is continuing; the accuracy of each of the Parties' representations and warranties, except generally as would not have a material adverse effect on such Party; and the performance by each Party, in all material respects, with all of its covenants and agreements under the Transaction Agreement. The transaction is expected to close in the first quarter of 2026. The board of directors of Avadel Pharmaceuticals has unanimously determined that the Acquisition by Alkermes is in the best interests of all Shareholders and has unanimously approved the Acquisition. The Acquisition has also been approved by the board of directors of Alkermes. 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. 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.
Jeremy Meilman, Andy Ham Dwayne Lysaght and Edward Hatter of J.P. Morgan Securities LLC and J.P. Morgan Securities plc acted as financial advisors, James E.Langston; and Chelsea N. Darnell of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Stephen FitzSimons and Jack Kelly of McCann FitzGerald LLP acted as legal advisors for Alkermes plc. Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to Alkermes for the financing. Peter van der Goes, Ryan Fisk and Emily West Warren Stables of Goldman Sachs & Co. LLC, Tedd Smith, Daniel Cohen, David Kitterick and Ben Nassau of Morgan Stanley & Co. International plc and Morgan Stanley & Co. LLC acted as financial advisors, while Robert Puopolo, Blake Liggio, Caitlin Tompkins, and Stephanie Isaia of Goodwin Procter LLP and Christopher McLaughlin; and David Vos of Arthur Cox LLP acted as legal advisors for Avadel Pharmaceuticals plc. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as fairness opinion providers for Avadel Pharmaceuticals plc.