Lundbeck has issued an unsolicited proposal to acquire Avadel Pharmaceuticals for up to $23.00 per ordinary share. The offer consists of $21.00 in cash at closing and a non‑transferable contingent value right (CVR) that could add $2.00 per share. The CVR is split into two milestones: $1.00 per share if LUMRYZ and valiloxybate together reach $450 million in U.S. net sales by December 31 2027, and another $1.00 per share if the combined sales hit $700 million by December 31 2030. The proposal is a direct challenge to the existing $20.00 per share agreement with Alkermes, which includes $18.50 in cash and a $1.50 CVR tied to FDA approval of LUMRYZ for idiopathic hypersomnia by the end of 2028.
Avadel’s board has determined that the Lundbeck offer could reasonably be expected to qualify as a “Company Superior Proposal” under the Alkermes agreement. If accepted, the higher price would lift the total consideration by $3.00 per share, a 15% premium over the Alkermes deal. The board is currently evaluating the offer and can discuss it with Lundbeck, but it cannot terminate the Alkermes agreement or enter a new agreement until a decision is made. The potential for a bidding war is expected to increase shareholder value and may prompt Alkermes to revisit its terms.
Avadel’s Q3 2025 results show LUMRYZ net product revenue of $77.5 million, a 55% year‑over‑year increase, and Q1 2025 revenue of $52.5 million, a 93% jump. The drug’s approval for cataplexy and excessive daytime sleepiness in patients 7 years and older, plus expanded pediatric approval, positions it as the first once‑at‑bedtime oxybate in a market of more than 50,000 U.S. patients. Competition from Jazz Pharmaceuticals’ twice‑nightly oxybate is limited by dosing convenience, giving LUMRYZ a competitive edge. The strong sales growth and orphan drug exclusivity underpin the premium that both acquirers are willing to pay.
Lundbeck reported Q3 2025 revenue of $1.4 billion, a 14% year‑over‑year increase, and raised its full‑year guidance, indicating robust financial capacity to pursue the acquisition. Alkermes posted $394.2 million in revenue for the same quarter and raised its full‑year outlook, reflecting confidence in its sleep‑medicine pipeline. For Lundbeck, acquiring Avadel would expand its central nervous system portfolio into the sleep‑disorder segment, while for Alkermes it would accelerate entry into the market and complement its own pipeline, including alixorexton.
Pre‑market trading shows a sharp rise in Avadel’s share price, driven almost entirely by the higher offer price and the prospect of a bidding war. Investors are reacting to the premium and the strategic fit of LUMRYZ with Lundbeck’s existing CNS focus. The market’s enthusiasm reflects confidence that the higher valuation will translate into greater shareholder value and a stronger competitive position for the combined entity.
Avadel CEO Greg Divis said the transaction with Alkermes “represents a compelling outcome for our shareholders and a powerful validation of our strategy, execution, commercial capabilities and the differentiated value of LUMRYZ.” Alkermes CEO Richard Pops noted that the acquisition “accelerates our commercial entry into the sleep medicine market and complements our pipeline.” Lundbeck’s CFO highlighted the company’s strong Q3 results and its strategic intent to broaden its CNS portfolio through the acquisition of Avadel.”
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