Avadel Pharmaceuticals Announces that Avadel Shareholders Approve the Proposed Acquisition by Alkermes

Rhea-AI Summary

Avadel Pharmaceuticals (Nasdaq: AVDL) announced that shareholders approved the proposed acquisition by Alkermes on Jan 12, 2026.

At the Scheme Meeting, 61,861,352 votes (97.41%) were cast for the Scheme, 1,646,857 (2.59%) against, and 160,443 abstained; votes for represented 63.03% of Avadel shares outstanding at the record time. At the EGM, the Scheme Approval Proposal passed with 62,444,065 votes (96.53%) for and 2,247,706 (3.47%) against. The Articles amendment and the non-binding Compensation Proposal were also approved (95.85% and 86.37% for, respectively).

Positive

• Scheme approved at Scheme Meeting with 97.41% of votes cast for
• EGM passed Scheme Approval with 96.53% of votes cast for
• Articles amendment approved with 95.85% support at EGM
• Votes in favour represented 63.03% of outstanding shares at record time

Negative

• Compensation Proposal received 13.63% votes against (8,757,025 votes)
• Some shareholder opposition remained: 2.59% against at Scheme Meeting

News Market Reaction

-0.09%

1 alert

-0.09% News Effect

On the day this news was published, AVDL declined 0.09%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Increased offer price: $22.50 per share Cash consideration: $21.00 per share CVR potential: $1.50 per share +5 more

8 metrics

Increased offer price $22.50 per share Maximum per-share consideration under increased Alkermes offer (cash plus CVR)

Cash consideration $21.00 per share Cash portion of Alkermes’ increased offer for Avadel

CVR potential $1.50 per share Non-transferable CVR tied to LUMRYZ idiopathic hypersomnia milestone

Deal valuation $2.37 billion Approximate value of Avadel under increased Alkermes offer

Scheme votes for 61,861,352 shares Shares voting in favor of Scheme Meeting Proposal

Scheme approval rate 97.41% Percentage of votes cast for Scheme Meeting Proposal

Shares outstanding 98,151,471 shares Avadel shares outstanding as of voting record time

Shareholders backing scheme 95.24% Percentage of shareholders of record voting in favor (20 of 21)

Market Reality Check

Price: $21.50 Vol: Volume 1,985,042 is 1.54x...

high vol

$21.50 Last Close

Volume Volume 1,985,042 is 1.54x the 20-day average of 1,290,548 ahead of the vote outcome. high

Technical Price at 21.5 is trading above the 200-day MA of 13.91 and below the 52-week high of 23.57.

Peers on Argus

AVDL was up 0.09% pre-news with elevated volume, while peers were mixed: HROW -8...

AVDL was up 0.09% pre-news with elevated volume, while peers were mixed: HROW -8.27%, BCRX -3.27%, BGM +5.29%, AMPH +0.11%, PAHC -0.68%, indicating stock-specific dynamics around the acquisition.

Historical Context

5 past events · Latest: Dec 18 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 18	Clinical trial update	Positive	+0.1%	Completion of enrollment in Phase 3 REVITALYZ trial for idiopathic hypersomnia.
Dec 05	Acquisition process update	Neutral	-0.1%	Despatch of Rule 15 proposal to equity and ESPP participants for Alkermes deal.
Dec 03	Meeting details announced	Neutral	-0.0%	Mailing of Definitive Proxy Statement and scheduling of Scheme Meeting and EGM.
Dec 01	Court meeting order	Neutral	-0.3%	Irish High Court orders Scheme Meeting and EGM for Alkermes acquisition.
Nov 19	Offer price increased	Positive	+0.7%	Alkermes raises offer to up to $22.50 per share including CVR for LUMRYZ IH.

Pattern Detected

Recent company-specific news, including acquisition steps and clinical progress, has generally seen price moves that align in direction with the apparent news tone.

Recent Company History

Over the past few months, Avadel has progressed both its core LUMRYZ franchise and its sale to Alkermes. On Oct 22, 2025, Alkermes agreed to acquire Avadel via a scheme of arrangement, later increasing the offer on Nov 19, 2025 to up to $22.50 per share. Subsequent filings from Dec 1–5, 2025 detailed court-ordered meetings and proxy mailings. On Dec 18, 2025, Avadel completed enrollment in the Phase 3 REVITALYZ trial. Today’s shareholder approval vote represents the next step in this acquisition timeline.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-08-07

The company has an effective S-3ASR shelf registration dated 2025-08-07, expiring on 2028-08-07, with no recorded takedowns to date. This provides a mechanism for future registered offerings if needed, although no usage has been reported in the provided context.

Market Pulse Summary

This announcement confirms that Avadel shareholders have approved the Alkermes acquisition via an Ir...

Analysis

This announcement confirms that Avadel shareholders have approved the Alkermes acquisition via an Irish court‑sanctioned scheme of arrangement, with 97.41% of votes cast for the Scheme and 95.24% of voting shareholders in favor. It follows earlier steps including the initial agreement and a later offer increase to up to $22.50 per share. Remaining factors to monitor include court sanction, regulatory clearances, and how this transaction interacts with Avadel’s ongoing LUMRYZ development and commercialization efforts.

Key Terms

scheme of arrangement, articles of association, definitive proxy statement, u.s. securities and exchange commission

4 terms

scheme of arrangement regulatory

"the resolutions required to approve the scheme of arrangement under Chapter 1 of Part 9"

A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.

articles of association regulatory

"To amend the Articles of Association of Avadel so that any Avadel shares that are issued"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

definitive proxy statement regulatory

"contained in the definitive proxy statement filed by Avadel with the U.S. Securities"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

u.s. securities and exchange commission regulatory

"filed by Avadel with the U.S. Securities and Exchange Commission (“SEC”) on December 3"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

AI-generated analysis. Not financial advice.

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 THAT JURISDICTION.

DUBLIN, Jan. 12, 2026 (GLOBE NEWSWIRE) -- Avadel Pharmaceuticals plc (Nasdaq: AVDL), a public limited company incorporated in Ireland (“Avadel” or the “Company”) announces today that, in relation to the previously announced offer for the Company by Alkermes plc, a public limited company incorporated in Ireland (“Alkermes”), pursuant to which Alkermes will acquire the entire issued and to be issued ordinary share capital of the Company (the “Proposed Transaction”), the resolutions required to approve the scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014 (the “Scheme”) were passed by the requisite majorities at the scheme meeting of shareholders (the “Scheme Meeting”) and the related extraordinary general meeting of shareholders (“EGM”) held earlier today.

Full details of the resolutions passed are set out in the notices of the Scheme Meeting and EGM contained in the definitive proxy statement filed by Avadel with the U.S. Securities and Exchange Commission (“SEC”) on December 3, 2025 (the “Definitive Proxy Statement”). A quorum was present at each of the Scheme Meeting and the EGM, being five or more registered holders of Avadel shares holding a majority of the voting power of Avadel shares as of 5.00 p.m. (U.S. Eastern Time) on November 25, 2025, the voting record time for the Scheme Meeting and the EGM. The final results of voting on each of the proposals submitted are as follows.

SCHEME MEETING

At the Scheme Meeting, Avadel shareholders voted on the proposal described below:

1. That the Scheme in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Irish High Court be agreed to (the “Scheme Meeting Proposal”)

Avadel shareholders approved the Scheme Meeting Proposal at the Scheme Meeting with the following results, including the percentage of votes cast for and against the Scheme Meeting Proposal:

For			Against			Abstain
61,861,352	97.41%		1,646,857	2.59%		160,443

In addition, of the 21 shareholders of record voting on the Scheme Meeting Proposal, 20 shareholders of record, or 95.24% of those voting, voted in favour of the proposal and one shareholder of record, or 4.76% of those voting, voted against the proposal. Accordingly, the votes cast in favour of the Scheme Meeting Proposal represented a majority in number of the shareholders of record present and voting, either in person or by proxy, and at least 75% of the value of the shares voted at the meeting, either in person or by proxy.

The Avadel shares voted in favour of and against the Scheme Meeting Proposal represented 63.03% and 1.68%, respectively, of the 98,151,471 Avadel shares outstanding as of the voting record time and entitled to vote at the Scheme Meeting.

EXTRAORDINARY GENERAL MEETING

At the EGM, Avadel shareholders voted on the proposals described below:

1.	To approve the Scheme and authorize the directors of Avadel to take all such actions as they consider necessary or appropriate for carrying the Scheme into effect (the “Scheme Approval Proposal”)
	Avadel shareholders approved the Scheme Approval Proposal at the EGM with the following results, including the percentage of votes cast for and against the Scheme Approval Proposal:
	For		Against		Abstain
	62,444,065	96.53%	2,247,706	3.47%	167,662
2.	To amend the Articles of Association of Avadel so that any Avadel shares that are issued on or after the voting record time to persons other than Alkermes or its nominee(s) will either be subject to the Scheme or will be immediately and automatically acquired by Alkermes and/or its nominee(s) for the scheme consideration (the “Articles of Association Amendment Proposal”)
	Avadel shareholders approved the Articles of Association Amendment Proposal at the EGM with the following results, including the percentage of votes cast for and against the Articles of Association Amendment Proposal:
	For		Against		Abstain
	61,808,690	95.85%	2,673,461	4.15%	377,282
3.	To approve, on a non-binding, advisory basis, specified compensatory arrangements between Avadel and its named executive officers relating to the Proposed Transaction (the “Compensation Proposal”)
	Avadel shareholders approved the Compensation Proposal at the EGM with the following results including the percentage of votes cast for and against the Compensation Proposal:
	For		Against		Abstain
	55,489,041	86.37%	8,757,025	13.63%	613,367

About Avadel

Avadel Pharmaceuticals plc (Nasdaq: AVDL) is a biopharmaceutical company focused on transforming medicines to transform lives. Avadel’s approach includes applying innovative solutions to the development of medications that address the challenges patients face with current treatment options. Avadel’s commercial product, LUMRYZ™, was approved by the U.S. Food & Drug Administration as the first and only once-at-bedtime oxybate for extended-release oral suspension for the treatment of cataplexy or excessive daytime sleepiness in patients 7 years and older with narcolepsy. For more information, please visit Avadel’s website at www.avadel.com. 

Contacts:

Avadel Investor Relations:
investors@avadel.com

Precision AQ:
Austin Murtagh
Austin.Murtagh@precisionAQ.com
(212) 698-8696

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “seek,” “continue,” “could,” “can,” “may,” “will,” “likely,” “depend,” “should,” “would,” “plan,” “predict,” “target,” and similar expressions, and may include references to assumptions and relate to Avadel’s future prospects, developments and business strategies, and the Proposed Transaction. Such forward-looking statements include, but are not limited to, statements relating to the Proposed Transaction involving Alkermes and Avadel, Avadel’s current expectations and estimates about the anticipated benefits of the Proposed Transaction, the parties’ ability to satisfy the conditions to the consummation of the Proposed Transaction and the other conditions set forth in the transaction agreement between Alkermes and Avadel regarding the Proposed Transaction. Avadel’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: (i) the ability of the parties to consummate the Proposed Transaction in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Proposed Transaction; (iii) potential delays in consummating the Proposed Transaction; (iv) the ability of Avadel to timely and successfully achieve the anticipated benefits of the Proposed Transaction (v) the impact of health pandemics on the parties’ respective businesses and the actions the parties may take in response thereto; (vi) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the transaction agreement between Alkermes and Avadel regarding the Proposed Transaction; (vii) the effect of the pendency of the Proposed Transaction on Avadel’s business relationships, operating results and business generally; (viii) costs related to the Proposed Transaction; and (ix) the outcome of any legal proceedings that may be instituted against the parties or any of their respective directors or officers related to the transaction agreement between Alkermes and Avadel regarding the Proposed Transaction or the Proposed Transaction. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in Avadel’s most recent filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024 and any subsequent reports on Form 10-Q or Form 8-K filed with the SEC from time to time and available at www.sec.gov. These documents can be accessed on Avadel’s website at https://investors.avadel.com/sec-filings. The forward-looking statements set out in this announcement are made only as of the date hereof. Avadel assumes no obligation and does not intend to update these forward- looking statements, except as required by law.

RESPONSIBILITY STATEMENT REQUIRED BY THE IRISH TAKEOVER RULES

The directors of Avadel accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Avadel (who have taken all reasonable care to ensure 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.

DEALING DISCLOSURE REQUIREMENTS OF THE IRISH TAKEOVER RULES

Under the provisions of Rule 8.3(a) of the Irish Takeover Rules, any person who is ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of Avadel must make an ‘opening position disclosure’ following the commencement of the ‘offer period’. An ‘opening position disclosure’ must contain the details contained in Rule 8.6(a) of the Irish Takeover Rules, including, among other things, details of the person’s ‘interests’ and ‘short positions’ in any ‘relevant securities’ of Avadel. An ‘opening position disclosure’ by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (U.S. Eastern Time) on the day falling ten ‘business days’ following the commencement of the ‘offer period’. Relevant persons who deal in any ‘relevant securities’ prior to the deadline for making an ‘opening position disclosure’ must instead make a ‘dealing’ disclosure as described below. The offer period in respect of Avadel in relation to the Proposed Transaction commenced on October 22, 2025.

Under the provisions of Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of Avadel, that person must publicly disclose all ‘dealings’ in any ‘relevant securities’ of Avadel during the ‘offer period’, by no later than 3:30 p.m. (U.S. Eastern Time) on the ‘business day’ following the date of the relevant transaction.

If two or more persons cooperate on the basis of any agreement either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of Avadel or any securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

In addition, each of Avadel and any offeror must make an ‘opening position disclosure’ by no later than 12:00 noon (U.S. Eastern Time) on the date falling ten ‘business days’ following the commencement of the ‘offer period’ or the announcement that first identifies a securities exchange offeror, as applicable, and disclose details of any ‘dealings’ by it or any person ‘acting in concert’ with it in ‘relevant securities’ during the ‘offer period’, by no later than 12:00 noon (U.S. Eastern Time) on the ‘business day’ following the date of the transaction (see Rules 8.1, 8.2 and 8.4 of the Irish Takeover Rules).

A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘opening position’ and ‘dealings’ should be disclosed can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.

‘Interests’ in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose an ‘opening position’ or ‘dealing’ under Rule 8 of the Irish Takeover Rules, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

PUBLICATION ON WEBSITE

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on Avadel’s website at https://investors.avadel.com/transaction-overview by no later than 12:00 noon (U.S. Eastern Time) on the business day following publication of this announcement. The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.

ADDITIONAL INFORMATION

Certain capitalized words used in this announcement and not herein defined have the meanings given to such words in the announcement issued by the Company and Alkermes under Rule 2.7 of the Irish Takeover Rules on October 22, 2025.

The release, publication or distribution of this announcement in, into, or from, certain jurisdictions other than Ireland and the United States may be restricted or affected by the laws of those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore, persons who receive this announcement (including without limitation nominees, trustees and custodians) and are subject to the laws of any jurisdiction other than Ireland and the United States who are not resident in Ireland and the United States will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.

NO PROFIT FORECAST / QUANTIFIED FINANCIAL BENEFIT STATEMENT / ASSET VALUATION

No statement in this announcement is intended to constitute a profit forecast or a quantified financial benefit statement for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods. No statement in this announcement constitutes an asset valuation.

FAQ

What did Avadel (AVDL) shareholders vote on January 12, 2026?

Shareholders voted to approve the Scheme to be acquired by Alkermes, an Articles amendment, and a non-binding Compensation Proposal.

What were the vote totals for the Scheme at the Avadel Scheme Meeting?

The Scheme received 61,861,352 votes for (97.41%), 1,646,857 against (2.59%), and 160,443 abstentions.

How much shareholder support did the EGM Scheme Approval receive for Avadel (AVDL)?

The EGM approved the Scheme Approval Proposal with 62,444,065 votes for (96.53%) and 2,247,706 against (3.47%).

Did Avadel shareholders approve executive compensation related to the Alkermes deal?

Yes; the non-binding Compensation Proposal was approved with 86.37% voting for and 13.63% voting against.

What portion of Avadel shares outstanding voted in favour of the Scheme?

Votes cast in favour of the Scheme represented 63.03% of the 98,151,471 Avadel shares outstanding at the voting record time.

Are the Scheme approvals final and unconditional for Avadel (AVDL)?

Shareholder approvals were passed, but the Scheme remains subject to any Court-imposed modifications or conditions under the Irish Companies Act process.