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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): February 12, 2026
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 of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
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. ¨
| Item 1.02 |
Termination of a Material Definitive Agreement. |
Effective as of February 12, 2026, in connection with the Acquisition
(as defined below), Avadel Pharmaceuticals plc (“Avadel” or the “Company”) exercised its right to terminate the
Open Market Sale AgreementSM , dated May 8, 2024, by and between Avadel and Jefferies LLC, with respect to an “at-the-market”
offering program under which the Company could sell, from time to time, its ordinary shares.
On February 12, 2026, in connection with the Acquisition, Avadel
exercised its option to prepay RTW Royalty II DAC (“RTW”) approximately $60,246,950 to terminate existing royalty payments and obligations
pursuant to the Purchase and Sale Agreement, dated March 29, 2023, by and between Avadel, Avadel CNS Pharmaceuticals, LLC and RTW
(the “Royalty Purchase Agreement”). The Royalty Purchase Agreement will automatically terminate upon receipt of such payments.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
On February 12, 2026, Avadel and Alkermes plc
(“Alkermes”), completed the transactions contemplated by the previously announced Transaction Agreement (the
“Original Transaction Agreement”) dated October 22, 2025, as amended by Amendment No. 1 to the Transaction
Agreement (the “Amendment”) dated November 18, 2025, by and between Avadel and Alkermes (as amended, the
“Transaction Agreement”). Pursuant to a court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the
Irish Companies Act 2014 (the “Scheme”), Alkermes acquired the entire issued and outstanding ordinary share capital of
Avadel (the “Acquisition”) and Avadel became a wholly owned subsidiary of Alkermes. Capitalized terms used herein but
not otherwise defined herein shall have the meanings assigned to them in the Transaction Agreement.
The Acquisition was conditioned on, among other things, the sanction
of the Scheme by the High Court of Ireland (the “High Court”) and the delivery of the order of the High Court sanctioning
the Scheme (the “Court Order”) to the Registrar of Companies in Dublin, Ireland. On February 10, 2026, the High
Court sanctioned the Scheme. On February 12, 2026, the Court Order was delivered to the Registrar of Companies, at which time the
Scheme became effective (the “Effective Time”).
At the Effective Time, Alkermes acquired all of the issued and outstanding
ordinary shares of Avadel, nominal value $0.01 per share (the “Avadel Shares”), other than Avadel Shares held by Alkermes
or any of its concert parties (if any), and each holder of Avadel Shares outstanding as of 11:59 p.m., New York City time, on February 11,
2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $21.00 in cash (the “Cash
Consideration”) for each Avadel Share and (ii) one non-transferable contingent value right (a “CVR”) for each Avadel
Share, in each case in accordance with the terms of the Scheme and the Contingent Value Rights Agreement entered into at or prior to the
Effective Time (the “CVR Agreement”), substantially in the form attached as Exhibit A to the Original Transaction Agreement
((i) and (ii) together, the “Total Consideration”). Each CVR represents a contractual right to receive a potential
additional cash payment of $1.50 per Avadel Share upon the achievement of the milestone set forth in the CVR Agreement prior to the milestone
expiration set forth in the CVR Agreement, subject to the terms and conditions thereof.
Pursuant to the Transaction Agreement, at the Effective Time:
| (i) | each option to purchase Avadel Shares granted under any Avadel equity incentive plan, program or arrangement under which equity awards
were outstanding (the “Avadel Share Plans”) (each, an “Avadel Option”) having an exercise price less than the
Cash Consideration (each such option, an “Avadel Cash-Out Option”) that was outstanding immediately prior to the Effective
Time, whether or not vested, was cancelled and converted into the right to receive (without interest), in consideration of the cancellation
of such Avadel Cash-Out Option, (A) an amount in cash (less applicable tax and any other mandatory withholdings), equal to the product
of (x) the total number of Avadel Shares subject to such Avadel Cash-Out Option immediately prior to the Effective Time multiplied
by (y) the excess of the Cash Consideration over the applicable exercise price per Avadel Share under such Avadel Cash-Out Option,
and (B) one (1) CVR for each Avadel Share subject to such Avadel Cash-Out Option immediately prior to the Effective Time (without
regard to vesting); |
| (ii) | each Avadel Option that is not an Avadel Cash-Out Option and any Avadel Option with an exercise price equal to or greater than the
Cash Consideration that was outstanding immediately prior to the Effective Time, whether or not vested, was cancelled for no consideration; |
| (iii) | each award of restricted share units representing the right to receive one or more Avadel Shares or the cash value thereof upon vesting
and settlement whether granted pursuant to the Company Share Plans or otherwise (each, an “Avadel RSU Award”) that was outstanding
was cancelled and, in exchange therefor, the holder of such cancelled Avadel RSU Award was entitled to receive (without interest), in
consideration of the cancellation of such Avadel RSU Award, (A) an amount in cash (less applicable tax or any other mandatory withholdings)
equal to the product of (x) the total number of Avadel Shares subject to such Avadel RSU Award immediately prior to the Effective
Time multiplied by (y) the Cash Consideration and (B) one (1) CVR for each Avadel Share subject to such Avadel RSU Award
immediately prior to the Effective Time (without regard to vesting); and |
| (iv) | each award of Avadel Shares subject to vesting restrictions or forfeiture back to Avadel (each, an “Avadel Restricted Stock
Award”), whether granted pursuant to the Avadel Share Plans or otherwise that was outstanding immediately prior to the Effective
Time vested in full as of immediately prior to the Effective Time and was treated in the same manner as all other Avadel Shares. |
The foregoing descriptions of the Original Transaction Agreement, the
Amendment, and Appendix III to the Rule 2.7 Announcement (the “Conditions Appendix”) do not purport to be complete and
are subject to, and qualified in their entireties by, the full text of the Original Transaction Agreement, the Amendment and the Conditions
Appendix, which are incorporated by reference as Exhibits 2.1, 2.2 and 2.3 to this Current Report on Form 8-K and incorporated by
reference into this Item 2.01. References to the Transaction Agreement or Original Transaction Agreement from and after the entry into
the Amendment on November 18, 2025 refer to the Original Transaction Agreement as amended by the Amendment.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the completion of the Acquisition, Avadel requested
that the Nasdaq Global Market (“Nasdaq”) (a) halt trading of the Avadel Shares effective as of 7:50 p.m. New York
City time on February 11, 2026 and (b) file with the Securities and Exchange Commission (the “SEC”) a Notification
of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), on Form 25 to delist the Avadel Shares. Upon effectiveness of such Form 25, Alkermes and Avadel intend to file
with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Avadel
Shares be deregistered and that Avadel’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended
with respect to the Avadel Shares.
| Item 3.03 |
Material Modification to Rights of Security Holders. |
At the Effective Time, each holder of Avadel Shares outstanding immediately
prior to the Effective Time ceased to have any rights as a shareholder of Avadel other than the right to receive the Total Consideration.
The information set forth in Items 2.01, 3.01, 5.01 and 5.03 is incorporated
by reference into this Item 3.03.
| Item 5.01 |
Changes in Control of Registrant. |
As a result of the Scheme, a change in control of Avadel occurred,
and Avadel became a wholly owned subsidiary of Alkermes.
The information set forth in Items 2.01, 3.01, 3.03, 5.02 and 5.03
is incorporated by reference into this Item 5.01.
| Item 5.02 |
Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
The information set forth in Item 2.01 is incorporated by reference
into this Item 5.02.
In connection with the Acquisition and as of the Effective Time, Gregory
J. Divis (Chief Executive Officer), Thomas S. McHugh (Chief Financial Officer), Susan Rodriguez (Chief Operating Officer) and Jerad G.
Seurer (General Counsel and Corporate Secretary) ceased to serve in their capacities as executive officers of Avadel.
Additionally, as of the Effective Time, each of Geoffrey M. Glass,
Gregory J. Divis, Dr. Eric J. Ende, Dr. Mark A. McCamish, Linda S. Palczuk, Peter J. Thornton and Dr. Naseem S. Amin ceased
serving as a member of the board of directors of Avadel and each committee thereof on which such director served.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year. |
Pursuant to the Transaction Agreement and following the approval of
the Avadel Shareholders at the EGM convened in connection with the Scheme, effective as of the Effective Time, the Memorandum and Articles
of Association of the Company were amended. A copy of the amended Memorandum and Articles of Association of the Company is filed as Exhibit 3.1
to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On February 12, 2026, the Company and Alkermes issued a joint
press release announcing the successful completion of the Acquisition. A copy of the press release
is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01.
The information in this Item 7.01, and in Exhibit 99.1 furnished
herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of that section, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibits |
|
Description |
| |
|
| 2.1* |
|
Transaction Agreement, dated as of October 22, 2025, by and between Alkermes plc and Avadel Pharmaceuticals plc (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on October 22, 2025).* |
| |
|
| 2.2 |
|
Amendment No. 1 to the Transaction Agreement, dated as of November 18, 2025, by and between Alkermes plc and Avadel Pharmaceuticals plc (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Company with the SEC on November 19, 2025). |
| |
|
| 2.3 |
|
Appendix III to the Rule 2.7 Announcement, dated as of October 22, 2025 (Conditions Appendix) (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Company with the SEC on October 22, 2025). |
| |
|
|
| 3.1 |
|
Amended Memorandum and Articles of Association of Avadel Pharmaceuticals plc, effective as of February 12, 2026. |
| |
|
| 99.1 |
|
Press release issued by Alkermes plc and Avadel Pharmaceuticals plc on February 12, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * |
Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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: February 12, 2026 |
AVADEL PHARMACEUTICALS PLC |
| |
|
|
| |
By: |
/s/ Declan O’Connor |
| |
|
Name: |
Declan O’Connor |
| |
|
Title: |
Director |
Exhibit 99.1
Alkermes Contacts:
For Investors: Sandy Coombs +1
781 609 6377
For Media: Katie Joyce +1
781 249 8927
Alkermes plc Completes Acquisition of Avadel
Pharmaceuticals plc, Accelerating Entry Into Sleep Medicine Market
— Augments Alkermes’ Revenue Growth
Profile and Diversifies Commercial Portfolio with New High Potential Growth Product, LUMRYZ® (Sodium Oxybate) for Extended-Release
Oral Suspension —
— Expected to be Accretive in 2026 —
— Positions the Combined Organization to
Accelerate Innovation and Leadership in Development of Treatments for Sleep Disorders and Other Neurological Disorders —
DUBLIN – (Business Wire) – Feb. 12, 2026 -- Alkermes
plc (Nasdaq: ALKS) (“Alkermes”) and Avadel Pharmaceuticals plc (Nasdaq: AVDL) (“Avadel”) today announced Alkermes’
completion of its acquisition of Avadel, a commercial-stage biopharmaceutical company. The acquisition adds Avadel’s FDA-approved
product, LUMRYZ®, to Alkermes’ commercial portfolio, and provides Alkermes with a commercial organization experienced in this
disease state. This strategic move accelerates Alkermes’ entry into the sleep medicine market and enhances its ability to unlock
the full potential of its late-stage development pipeline focused on central disorders of hypersomnolence.
The transaction was completed pursuant to an Irish High Court sanctioned
scheme of arrangement (the “Scheme”) under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland. LUMRYZ® (sodium oxybate) for extended-release oral suspension is approved for the treatment of cataplexy or excessive
daytime sleepiness in patients seven years of age and older with narcolepsy.
“With the close of this acquisition, Alkermes achieved an important
milestone in the continued advancement of our strategy, accelerating our entry into the commercial sleep medicine market at a pivotal
moment as we work to initiate the planned phase 3 program for alixorexton in narcolepsy this quarter. Avadel’s commercial and R&D
portfolio, established commercial infrastructure, and talented team strengthen our organization and expand our capabilities in this important
therapeutic area. Supported by our strong balance sheet, this all-cash acquisition is expected to enhance our revenue growth profile and
underscores our ongoing commitment to creating long-term value for shareholders,” said Richard Pops, Chief Executive Officer of
Alkermes.
The transaction is expected to be accretive in 2026 and represents
a compelling financial and strategic opportunity, leveraging Alkermes’ existing commercial expertise and operational infrastructure
and adding new capabilities in rare disease. Avadel is a recognized innovator in the sleep medicine space, committed to addressing significant
unmet needs for patients.
Since launching LUMRYZ in 2023, Avadel has successfully built and scaled
a commercial organization that has driven strong demand. With an estimated population of >50,000 oxybate-eligible narcolepsy patients
in the United States, LUMRYZ has significant opportunity for growth ahead. The acquisition also includes valiloxybate, Avadel's in-licensed
salt-free, once-at-bedtime oxybate candidate in phase 1 clinical development.
To finance the acquisition, Alkermes will use approximately $750 million
of cash from its balance sheet and borrowed a total of $1.525 billion in term loans that are due in 2031. The company expects to pay down
the debt quickly with cash flows from the business.
Alkermes will provide its 2026 financial expectations for the combined
organization on Feb. 25, 2026 as part of its financial results announcement for the quarter and year ended Dec. 31, 2025. Alkermes’
financial expectations for 2026 will include certain expenses related to the transaction, including:
| - | In the first quarter of 2026, Alkermes will record transaction-related costs
of $40 million. |
| - | Alkermes will record approximately $180 million of LUMRYZ inventory fair
value step-up, which will be expensed as cost of goods sold as the inventory is sold in 2026. |
| - | Alkermes will record approximately $1.5 billion of intellectual property
related to LUMRYZ, which will be amortized over an expected life of 13 years. Alkermes expects amortization of intangible assets to be
in the range of $95 to $105 million in 2026. |
| - | Net interest expense is expected to be in the range of $75 to $85 million
in 2026. |
The acquisition was approved by Avadel shareholders at a scheme meeting
of shareholders and at an extraordinary general meeting of shareholders, each held on Jan. 12, 2026. The Irish High Court sanctioned
the Scheme on Feb. 10, 2026. On Feb. 12, 2026 (the “Effective Date”), the Scheme and the acquisition became effective
upon delivery of the court order of the Irish High Court to the Irish Companies Registration Office. Prior to the opening of trading on
Feb. 12, 2026, all of Avadel’s shares will cease trading on the Nasdaq Global Market (“Nasdaq”), and Avadel intends
to promptly cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.
Payment of the Cash Consideration to the Scheme Shareholders pursuant
to the Scheme is being commenced by Alkermes today, Feb. 12, 2026. The Rights Agent will record the Scheme Shareholders as the owners
of the CVR Consideration in the CVR Register in accordance with the terms of the CVR Agreement dated as of today, Feb. 12, 2026.
Except as otherwise defined herein, capitalized terms used but not
defined in this announcement have the same meanings as given to them in the definitive proxy statement filed by Avadel with the U.S. Securities
and Exchange Commission (“SEC”) on Dec. 3, 2025, which also constitutes a scheme circular under Irish law.
About Alkermes plc
Alkermes plc (Nasdaq: ALKS), a mid-cap growth and value equity, is
a global biopharmaceutical company that seeks to develop innovative medicines in the field of neuroscience. The company has a portfolio
of proprietary commercial products for the treatment of alcohol dependence, opioid dependence, schizophrenia, bipolar I disorder and narcolepsy.
Alkermes’ pipeline includes late-stage clinical candidates in development for narcolepsy and idiopathic hypersomnia, and orexin
2 receptor agonists in early clinical development for other neurological disorders, including attention-deficit hyperactivity disorder
(ADHD) and fatigue associated with multiple sclerosis and Parkinson’s disease. Headquartered in Ireland, Alkermes also has
a corporate office and research and development center in Massachusetts and a manufacturing facility in Ohio. For more
information, please visit Alkermes’ website at www.alkermes.com.
About LUMRYZ® (sodium oxybate) for extended-release oral
suspension
LUMRYZ is an extended-release sodium oxybate medication
approved by the FDA on May 1, 2023, as the first and only once-at-bedtime treatment for cataplexy or excessive daytime sleepiness
(EDS) in adults with narcolepsy. On Oct. 16, 2024, LUMRYZ was additionally approved as a once-at-bedtime treatment for cataplexy
or EDS in pediatric patients seven years of age and older with narcolepsy.
The LUMRYZ prescribing information includes Boxed Warnings for central
nervous system (CNS) depression and abuse and misuse. LUMRYZ is a CNS depressant. Clinically significant respiratory depression and obtundation
may occur in patients treated with LUMRYZ at recommended doses. Many patients who received LUMRYZ during clinical trials in narcolepsy
were receiving CNS stimulants. LUMRYZ is the sodium salt of gamma-hydroxybutyrate (GHB). Abuse or misuse of illicit GHB, either alone
or in combination with other CNS depressants, is associated with CNS adverse reactions, including seizure, respiratory depression, decreased
consciousness, coma, and death. Because of the risks of CNS depression and abuse and misuse, LUMRYZ is available only through a restricted
program under a Risk Evaluation and Mitigation Strategy (REMS) called the LUMRYZ REMS. Please see full Prescribing Information
for additional safety information including BOXED Warnings. Further information about the REMS is available at www.LUMRYZREMS.com or
by calling 1-877-453-1029.
Note Regarding Forward-Looking Statements
Certain statements set forth in this announcement constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended,
including, but not limited to, statements concerning: Alkermes’ expectations concerning the combined organization’s
future financial and operating performance, business plans or prospects, including expected transaction costs and accounting, the
company's anticipated growth profile, financial expectations and plans for LUMRYZ and expected timelines for paying down the
company’s debt; and Alkermes’ expectations regarding development plans, activities and timelines for, and the potential
therapeutic and commercial value of, the combined organization’s portfolio of development candidates. Alkermes cautions that
forward-looking statements are inherently uncertain. The forward-looking statements are neither promises nor guarantees and they are
necessarily subject to a high degree of uncertainty and risk. Actual performance and results may differ materially from those
expressed or implied in the forward-looking statements due to various risks and uncertainties. These risks and uncertainties
include, among others: the businesses of Alkermes and Avadel may not be effectively integrated and the expected benefits and value
of the acquisition may not be achieved; there may be unknown or inestimable liabilities, potential litigation and transaction costs
associated with the acquisition; whether any general economic, political, market and business conditions, or future exchange and
interest rates, changes in tax laws, regulations, rates and policies, may have a negative impact on the combined organization
following consummation of the acquisition; the completion of the acquisition could result in disruption to the business and make it
more difficult to maintain business and operational relationships of Alkermes and Avadel, including the ability of Alkermes to
retain highly qualified personnel; the company may not be able to pay down its debt on expected timelines or at all; clinical
development activities may not be initiated or completed on expected timelines or at all; the results of development activities may
not be positive, or predictive of future results from such activities, results of future development activities or real-world
results; Alkermes’ products or product candidates could be shown to be ineffective or unsafe; the FDA or regulatory
authorities outside the U.S. may not agree with Alkermes’ regulatory approval strategies or may make adverse
decisions regarding its products; Alkermes may not be able to continue to successfully commercialize its products or support revenue
growth from such products; there may be a reduction in payment rate or reimbursement for Alkermes’ products or an increase in
related financial obligations to government payers; Alkermes’ products may prove difficult to manufacture, be precluded from
commercialization by the proprietary rights of third parties, or have unintended side effects, adverse reactions or incidents of
misuse; and those risks and uncertainties described under the heading “Risk Factors” in Alkermes’ Annual Report on
Form 10-K for the year ended Dec. 31, 2024 and in subsequent filings made by Alkermes with the SEC, which are
available on the SEC’s website at www.sec.gov. Existing and prospective investors are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, Alkermes
and/or its directors disclaim any intention or responsibility for updating or revising any forward-looking statements contained in
this announcement.
LUMRYZ® is a registered trademark of Flamel Ireland Limited,
an affiliate of Alkermes plc.
Statement Required by the Irish Takeover Rules
The Alkermes directors accept responsibility for the information contained
in this announcement other than that relating to Avadel, its Subsidiaries and the Avadel directors and members of their immediate families,
related trusts and persons connected with them. To the best of the knowledge and belief of the Alkermes directors (who have taken all
reasonable care to ensure that this is the case), the information contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Avadel directors accept responsibility for the information contained
in this announcement other than that relating to Alkermes, its Subsidiaries and the Alkermes directors and members of their immediate
families, related trusts and persons connected with them. To the best of the knowledge and belief of the Avadel directors (who have taken
all reasonable care to ensure that this is the case), the information contained in this announcement for which they accept responsibility
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
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") acted as financial advisor exclusively for Alkermes and no one else in connection with the acquisition and will
not regard any other person as its client in relation to the acquisition 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 the acquisition
or any other matter or arrangement referred to herein.
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 announcement and will not regard any other person as its client in relation to the matters set out in
this announcement 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 announcement.
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 announcement, any
statement contained herein or otherwise.
Morgan Stanley & Co. LLC, acting through its affiliate Morgan
Stanley & Co. International plc (together, "Morgan Stanley"), which is authorized 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 announcement. 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.
Publication on a 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 www.avadel.com and on Alkermes’ website at www.alkermes.com by
no later than 12:00 noon (U.S. Eastern Time) on the business day following publication of this announcement. Neither the content
of any such websites referred to in this announcement nor the content of any other websites accessible from hyperlinks on such websites
is incorporated into, or forms part of, this announcement.
