공시 • 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.

공시 • Oct 21

Avadel Pharmaceuticals Announces Data Supporting Clinical Profile for Lumryz (Sodium Oxybate) for Extended-Release Oral Suspension (Ciii) At World Sleep 2023

Avadel Pharmaceuticals plc announced new and encore data supporting the clinical profile for LUMRYZ™ (sodium oxybate) for extended-release oral suspension and patient preference for a once-nightly oxybate in 15 poster presentations and two oral presentations, at World Sleep 2023, being held from October 20-25, 2023 in Rio de Janeiro, Brazil. LUMRYZ (previously known as FT218), is a U.S. Food and Drug Administration (FDA) approved extended-release formulation of sodium oxybate indicated to be taken once at bedtime for the treatment of cataplexy or excessive daytime sleepiness in adults with narcolepsy. LUMRYZ has a boxed warning as a central nervous system depressant, and for its potential for abuse and misuse. LUMRYZ is available only through a restricted program under a Risk Evaluation and Mitigation Strategy called the LUMRYZ REMS. Most common adverse reactions (incidence > 5% and greater than placebo) reported for all doses of LUMRYZ combined were nausea, dizziness, enuresis, headache, and vomiting. Highlights from the presentations include: Post-hoc analyses reinforcing data from the completed pivotal Phase 3 REST-ON trial, demonstrating that treatment with LUMRYZ resulted in statistically significant and clinically meaningful improvement in EDS as measured by the Epworth Sleepiness Scale, a patient reported outcome, with the median score in the range considered normal at the end of the study. A poster from the open-label RESTORE study demonstrating long-term tolerability and clinically significant improvement in symptoms, including EDS, cataplexy, nighttime awakenings and severity of narcolepsy, with LUMRYZ, providing insight into its real-world use. Two posters including new post-hoc analyses that demonstrate the robust clinical efficacy of LUMRYZ and provide further insight into the improvements on measures of EDS and cataplexy compared with placebo in different demographic and clinical subgroups based on age, sex, race, body mass index, narcolepsy subtype and alerting agent use. A poster presenting demographic differences between patients with narcolepsy subtypes NT1 (with cataplexy) and NT2 (without cataplexy), with data from objective measures of EDS showing identical sleep latency, comparable subjective assessments of sleep quality and refreshing nature of sleep, with some other baseline parameters suggestive of more severe disease in NT1. A poster with results from a survey of people living with narcolepsy describing their significant daytime and nighttime symptoms and primary focus on treatment of daytime symptoms in discussions between clinicians and patients, highlighting the need for comprehensive discussion and understanding of the full range of symptoms experienced by people with narcolepsy. LUMRYZ, is an extended-release sodium oxybate medication approved by the FDA on May 1, 2023, as the first and only once-at-bedtime oxybate treatment for cataplexy or excessive daytime sleepiness in adults with narcolepsy.?The FDA approval of LUMRYZ was supported by results from REST-ON, a randomized, double-blind, placebo-controlled, pivotal Phase 3 trial in adults with narcolepsy. LUMRYZ demonstrated statistically significant and clinically meaningful improvements in the three co-primary endpoints: EDS, clinicians’ overall assessment of patients’ functioning (CGI-I) and cataplexy attacks, for all three evaluated doses when compared to placebo.?With its approval, the FDA also granted seven years of Orphan Drug Exclusivity to LUMRYZ for the treatment of cataplexy or EDS in adults with narcolepsy due to a finding of clinical superiority of LUMRYZ relative to currently available oxybate treatments. In particular, the FDA found that LUMRYZ makes a major contribution to patient care over currently available, twice-nightly oxybate products by providing a once-nightly dosing regimen that avoids nocturnal arousal to take a second dose.

CEO 급여 비율	n/a
CEO 재임 기간	no data
CEO 지분 보유율	n/a
경영진 평균 재임 기간	5.2yrs
이사회 평균 재임 기간	데이터 없음

이름	직위	재임 기간	보수	지분
Thomas McHugh	Senior VP	6.2yrs	US$2.29m	0.089% $ 1.9m
Jerad Seurer	General Counsel	5.4yrs	US$2.04m	0.0090% $ 190.3k
Susan Rodriguez	Chief Operating Officer	less than a year	데이터 없음	데이터 없음
Gregory Davis	VP of Corporate and Business Development	10.6yrs	데이터 없음	0.17% $ 3.7m
Angie Woods	Vice President of People & Culture	4.8yrs	데이터 없음	데이터 없음
Jason Vaughn	Senior Vice President of Technical Operations	6.2yrs	데이터 없음	데이터 없음
Jennifer Gudeman	Senior Vice President of Medical & Clinical Affairs	5.2yrs	데이터 없음	데이터 없음
Polly Murphy	Chief Business Officer	1.8yrs	데이터 없음	데이터 없음
Marla Scarola	Senior Vice President of Regulatory & Quality	1.8yrs	데이터 없음	데이터 없음

데이터	최종 업데이트 (UTC 시간)
기업 분석	2026/02/14 13:19
종가	2026/02/11 00:00
수익	2025/09/30
연간 수익	2024/12/31

패키지	데이터	기간	미국 소스 예시 ^*
기업 재무제표	10년	손익계산서 현금흐름표 대차대조표	SEC 양식 10-K SEC 양식 10-Q
분석가 컨센서스 추정치	+3년	재무 예측 분석가 목표주가	분석가 리서치 보고서 Blue Matrix
시장 가격	30년	주가 배당, 분할 및 기타 조치	ICE 시장 데이터 SEC 양식 S-1
지분 구조	10년	주요 주주 내부자 거래	SEC 양식 4 SEC 양식 13D
경영진	10년	리더십 팀 이사회	SEC 양식 10-K SEC 양식 DEF 14A
주요 개발	10년	회사 공시	SEC 양식 8-K

분석가	기관
James Molloy	Brean Capital Historical (Janney Montgomery)
Jason Butler	Citizens JMP Securities, LLC
Chase Knickerbocker	Craig-Hallum Capital Group LLC

This company has been acquired

Avadel Pharmaceuticals 경영진

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