Alkermes Response to Avadel Announcement

Rhea-AI Summary

Alkermes (Nasdaq: ALKS) responded on November 14, 2025 to Avadel's announcement about a possible Lundbeck offer for Avadel. Alkermes said its board is considering options with advisors and reiterated contractual protections in the existing Transaction Agreement.

Key contractual points: Avadel cannot terminate the agreement to accept a Company Superior Proposal unless its board, in good faith, determines doing so meets fiduciary duties and Avadel gives Alkermes at least five (5) Business Days written notice and engages in good‑faith discussions about amendments. Avadel also cannot change its board recommendation or sign with Lundbeck until those steps occur. Alkermes said a further announcement will follow as appropriate and will post this release on its website by 12:00 p.m. ET on November 17, 2025.

Positive

• Transaction Agreement requires 5 Business Days written notice before termination
• Avadel must negotiate in good faith with Alkermes before accepting rivals
• Alkermes board is actively reviewing options with advisors

Negative

• Avadel disclosed a possible Lundbeck acquisition proposal that may compete with Alkermes deal
• Potential for Avadel to pursue a Company Superior Proposal after satisfying notice and fiduciary steps

Insights

M&A / Corporate Transactions Analyst

Alkermes asserts contractual protections after Avadel disclosed a possible Lundbeck offer; board is evaluating options with advisors.

Alkermes highlights binding terms in the Transaction Agreement that limit Avadel from terminating the deal to accept a competing offer unless Avadel first determines in good faith that a superior proposal exists and provides at least five business days written notice to Alkermes.

The main risks to Alkermes stem from the procedural carveouts that allow Avadel to pursue a Company Superior Proposal if it follows the Agreement’s steps; enforcement depends on timely written notices and good‑faith negotiations. Alkermes also confirms it will make a further announcement when appropriate and will post this notice on its website by November 17, 2025.

Watch for whether Avadel gives the required five business days notice and whether it formally changes its board recommendation within the Agreement’s timelines; expect clarity within weeks if Lundbeck advances to a definitive proposal.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

DUBLIN, Nov. 14, 2025 /PRNewswire/ -- Alkermes plc ("Alkermes") (Nasdaq: ALKS) notes the announcement made by Avadel Pharmaceuticals plc ("Avadel") regarding a possible offer by H. Lundbeck A/S ("Lundbeck") to acquire all the issued and to be issued ordinary shares of Avadel (the "Lundbeck Alternative Offer").

Terms used but not defined in this announcement have the same meaning given to them in the Transaction Agreement entered into between Alkermes and Avadel (the "Transaction Agreement") and the related Rule 2.7 Announcement under the Irish Takeover Rules.

In light of the announcement by Avadel, the board of directors of Alkermes is considering its options together with its advisors.

Under the terms of the Transaction Agreement, Avadel cannot terminate the Transaction Agreement in order to enter into a definitive agreement providing for a Company Superior Proposal, unless, among other things, (i) prior to taking such action, the board of directors of Avadel has determined, in good faith, that failure to take such action would be inconsistent with its fiduciary duties and that the Lundbeck Alternative Offer constitutes a Company Superior Proposal, and (ii) Avadel has notified Alkermes in writing at least five (5) Business Days before taking such action that Avadel intends to take such action, and has discussed and negotiated in good faith with Alkermes regarding any proposal by Alkermes to amend the Transaction Agreement. Under the terms of the Transaction Agreement, Avadel cannot make a Company Board Change of Recommendation and enter into a definitive agreement with Lundbeck until at least such time and, in the meantime, Avadel must continue to discuss and negotiate in good faith with Alkermes regarding any proposal that Alkermes may wish to make to amend the Transaction Agreement.

A further announcement will be made as and when appropriate.

Enquiries:

Alkermes For Investors: Sandy Coombs For Media: Katie Joyce	Tel:  +1 781 609 6377 Tel:  +1 781 249 8927
J.P. Morgan Jeremy Meilman / Andy Ham Dwayne Lysaght / Edward Hatter	Tel: +1 212 270 6000 Tel: +44 (0) 203 493 8000

Responsibility Statement
The directors of Alkermes accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Further Information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or invitation to purchase or otherwise acquire any securities. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Important Notices Relating to the Financial Advisor
J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc (which is authorized in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority) (together "J.P. Morgan") are acting as financial advisor exclusively for Alkermes and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out herein and will not be responsible to anyone other than Alkermes for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to any matter or arrangement referred to herein.

Publication on Website
A copy of this announcement will be made available on Alkermes' website at www.alkermes.com by no later than 12:00 p.m. ET on November 17, 2025. Neither the content of the Alkermes website referred to in this announcement, nor the content of any other websites accessible from hyperlinks on such website, is incorporated into, or forms part of, this announcement.

 

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SOURCE Alkermes plc

FAQ

What did Alkermes announce on November 14, 2025 about Avadel and Lundbeck (ALKS)?

Alkermes said its board is considering options after Avadel announced a possible Lundbeck offer and reiterated contractual protections under the Transaction Agreement.

What contractual protection does Alkermes have under the Transaction Agreement (ALKS)?

Avadel must give Alkermes at least five (5) Business Days written notice and engage in good‑faith discussions before terminating to accept a Company Superior Proposal.

Can Avadel change its board recommendation to accept Lundbeck immediately (ALKS)?

No; Avadel cannot make a Company Board Change of Recommendation or enter a definitive agreement with Lundbeck until the specified notice and good‑faith steps have occurred.

When will Alkermes publish this announcement on its website (ALKS)?

A copy will be posted on Alkermes' website by 12:00 p.m. ET on November 17, 2025.

What will Alkermes do next after the Avadel announcement (ALKS)?

The board is considering options with advisors and said it will make a further announcement as and when appropriate.