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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): November 14, 2025
AVADEL PHARMACEUTICALS PLC
(Exact name of registrant as specified
in its charter)
| Ireland |
001-37977 |
98-1341933 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
10
Earlsfort Terrace
Dublin 2, Ireland, D02
T380 |
Not Applicable |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: +353 1 901 5201
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
|
Ordinary
Shares, nominal value $0.01 per share |
AVDL |
The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
On November 14, 2025, Avadel Pharmaceuticals plc, a public limited
company incorporated under the laws of Ireland (“Avadel”), issued a press release, a copy of which is attached hereto as Exhibit 99.1
and is hereby incorporated into this Current Report on Form 8-K by reference.
(d) Exhibits
| 99.1 |
|
Press release issued on November 14, 2025 by Avadel Pharmaceuticals plc |
| 104 |
|
Cover page interactive data file (embedded within the Inline XBRL document). |
NO OFFER OR SOLICITATION
This report is for information purposes only and
is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction,
pursuant to the acquisition by Alkermes plc (“Alkermes”) of all outstanding ordinary shares of Avadel (the “acquisition”)
or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The acquisition will be implemented by means of
an Irish High Court-sanctioned scheme of arrangement on the terms provided for in the scheme document (or, if the acquisition is implemented
by way of a takeover offer, the applicable takeover offer document), which will contain the full terms and conditions of the acquisition,
including details of how Avadel shareholders may vote in respect of the acquisition. Any decision in respect of, or other response to,
the acquisition, should be made only on the basis of the information contained in the scheme document (or if the acquisition is implemented
by way of a takeover offer, the applicable takeover offer document).
Important
Additional Information and Where To Find It
In connection with the acquisition, Avadel filed
a preliminary proxy statement (which includes a draft of the scheme document) with the Securities and Exchange Commission (the “SEC”)
on November 13, 2025 and intends to file a definitive proxy statement (which will include the scheme document). The definitive proxy
statement will be sent to Avadel’s shareholders as of the record date to be established for voting at Avadel shareholder meetings
to approve the acquisition. This report is not a substitute for the proxy statement or any other document that Avadel may file with the
SEC or send to its shareholders in connection with the acquisition. BEFORE MAKING ANY VOTING DECISION, AVADEL’S SHAREHOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT), ANY AMENDMENTS OR SUPPLEMENTS THERETO AND OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE ACQUISITION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION,
THE PARTIES TO THE SCHEME AND RELATED MATTERS.
Any vote in respect of the resolutions to be proposed
at the Avadel shareholder meeting to approve the acquisition, the scheme or related matters, or other responses in relation to the acquisition,
should be made only on the basis of the information contained in the definitive proxy statement (including the scheme document).
The preliminary and definitive proxy statements,
if and when filed, as well as Avadel’s other public filings with the SEC, may be obtained without charge at the SEC’s website
at www.sec.gov and at Avadel’s website at https://investors.avadel.com/sec-filings. Avadel shareholders and investors will also
be able to obtain, without charge, a copy of the preliminary and definitive proxy statements (including the scheme document) and other
relevant documents (when available) by directing a written request to Avadel Pharmaceuticals plc, Attn: Investor Relations, 16640 Chesterfield
Grove Road #200, Chesterfield, MO 63005, United States, or by contacting Investor Relations via email at investors@avadel.com.
PARTICIPANTS IN THE SOLICITATION
Avadel and certain of its directors, executive
officers and employees may be deemed to be participants in the solicitation of proxies from Avadel shareholders in connection with the
acquisition and any other matters to be voted on at Avadel shareholder meetings to approve the acquisition. Information about the directors
and executive officers of Avadel, including a description of their direct or indirect interests, by security holdings or otherwise, is
set forth in Avadel’s definitive proxy statement on Schedule 14A for its 2025 annual general meeting of shareholders, dated and
filed with the SEC on June 18, 2025. Other information regarding the persons who may, under the rules of the SEC, be deemed
to be participants in the solicitation of Avadel shareholders, including a description of their direct or indirect interests, by security
holdings or otherwise, are set forth in the preliminary proxy statement (which includes a draft of the scheme document) and will be set
forth in the definitive proxy statement (which will contain the scheme document) and other relevant materials to be filed with the SEC
in connection with the acquisition. You may obtain free copies of these documents using the sources indicated above.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This report 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 acquisition.
Such forward-looking statements include, but are not limited to, statements relating to the acquisition involving Alkermes and Avadel,
Avadel’s current expectations and estimates about the expected effects and anticipated benefits of the acquisition, the date of
closing of the acquisition, including the parties’ ability to satisfy the conditions to the consummation of the acquisition and
the other conditions set forth in the transaction agreement with Alkermes (the “transaction agreement”), and Avadel’s
business activities and strategies. Avadel’s expectations and beliefs regarding these matters may not materialize. In addition,
the unsolicited proposal from H. Lundbeck A/S (“Lundbeck”) may not result in a definitive agreement for an alternative business
combination transaction. 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 acquisition in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions
to the consummation of the acquisition, including with respect to the approval of Avadel shareholders and required regulatory approvals;
(iii) the potential impact of the unsolicited proposal from Lundbeck or possibility that more competing offers may be made; (iv) potential
delays in consummating the acquisition; (v) the ability of Avadel to timely and successfully achieve the anticipated benefits of
the acquisition; (vi) the impact of health pandemics on the parties’ respective businesses and the actions the parties may
take in response thereto; (vii) the occurrence of any event, change or other circumstance or condition that could give rise to the
termination of the transaction agreement; (viii) the effect of the announcement or pendency of the acquisition on Avadel’s
business relationships, operating results and business generally; (ix) costs related to the acquisition; and (x) 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 or the acquisition. 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 report 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 report. 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 report is in accordance with the facts and does not omit anything
likely to affect the import of such information.
IMPORTANT NOTICES RELATING TO FINANCIAL
ADVISORS
Goldman Sachs & Co. LLC, which is authorized
and regulated by the Financial Industry Regulatory Authority, is acting exclusively as financial advisor for Avadel and for no one else
in connection with the matters set out in this report and will not regard any other person as its client in relation to the matters set
out in this report and will not be responsible to anyone other than Avadel for providing the protections afforded to clients of Goldman
Sachs & Co. LLC nor for providing advice in relation to the acquisition or any other matter referred to in this report. Neither
Goldman Sachs & Co. LLC nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Goldman Sachs & Co. LLC in connection with this report, any statement contained herein or
otherwise.
Morgan Stanley & Co. LLC, acting through
its affiliate Morgan Stanley & Co. International plc (together, “Morgan Stanley”), which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Avadel as financial
advisor and for no one else in relation to the matters referred to in this report. In connection with such matters, Morgan Stanley and
its directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to anyone other
than Avadel for providing the protections afforded to their clients or for providing advice in connection with the matters described in
this announcement or any matter referred to herein.
DEALING DISCLOSURE REQUIREMENTS OF THE IRISH
TAKEOVER RULES
Under the provisions of Rule 8.3(a) of
the Irish Takeover Panel Act 1997, Takeover Rules, 2022 (“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.
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).
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, 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.
ADDITIONAL INFORMATION
Certain capitalized words used in this report
and not herein defined have the meanings given to such words in the Rule 2.7 Announcement dated October 22, 2025 issued by Avadel
and Alkermes (the “Rule 2.7 Announcement”). The bases and sources set out in the Rule 2.7 Announcement have been
used in this report, unless otherwise stated or the context otherwise requires.
The release, publication or distribution of this
report 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 report 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 report (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 report 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 report constitutes an asset valuation.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 14, 2025 |
AVADEL PHARMACEUTICALS PLC |
| |
|
|
| |
By: |
/s/ Jerad G. Seurer |
| |
|
Name: |
Jerad G. Seurer |
| |
|
Title: |
General Counsel & Corporate Secretary |
