Alkermes acquisition cashes out Avadel (AVDL) director McCamish’s shares and options
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Avadel Pharmaceuticals director Mark Anthony McCamish reported the automatic disposition of his holdings in connection with the acquisition of Avadel by Alkermes plc under a court-approved scheme of arrangement. His ordinary shares, including those held through a McCamish Charitable Remainder Trust, were converted and no shares remained beneficially owned after the transactions.
At the effective time of the deal on February 12, 2026, each outstanding Avadel ordinary share was exchanged for $21.00 in cash plus a non-transferable contingent value right for a potential additional $1.50 per share, dependent on specified milestones. His outstanding stock options were canceled and exchanged for cash based on the spread between the $21.00 cash consideration and the option exercise prices, and for one contingent value right for each underlying share.
Positive
- None.
Negative
- None.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
McCamish Mark Anthony
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 60,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 42,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 50,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 42,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 42,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 33,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 11,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 11,000 | $0.00 | -- |
| Disposition | Ordinary Shares | 22,000 | $21.00 | $462K |
| Disposition | Ordinary Shares | 67,025 | $21.00 | $1.41M |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Ordinary Shares — 0 shares (Direct);
Ordinary Shares — 0 shares (Indirect, By McCamish Charitable Remainder Trust)
Footnotes (1)
- Reflects the disposition of ordinary shares of Avadel Pharmaceuticals plc ("Issuer"), nominal value $0.01 per share ("Ordinary Shares"), in connection with the consummation of the transactions contemplated by the Transaction Agreement, dated as of October 22, 2025, as amended by Amendment No. 1 to the Transaction Agreement dated November 18, 2025, (together the "Transaction Agreement") by and between Issuer and Alkermes plc ("Parent"), including the consummation of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the "Scheme") pursuant to which Parent acquired Issuer. Pursuant to the Transaction Agreement, on February 12, 2026, the effective time of the Scheme (the "Effective Time"), each outstanding Ordinary Share was converted into $21.00 in cash (the "Cash Consideration") and a non-transferable contingent value right entitling the holders to a potential additional cash payment of $1.50 per share, contingent upon achievement of certain milestones (each a "CVR"). Includes Ordinary Shares previously subject to vesting restrictions or forfeiture back to Issuer (each, a "Restricted Stock Award"). Pursuant to the Transaction Agreement, at the Effective time, each Restricted Stock Award that was outstanding immediately prior to the Effective Time vested in full and was treated in the manner described in footnote 1. Shares held by McCamish Charitable Remainder Trust, of which the Reporting Person and his spouse are income beneficiaries. The Reporting Person disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interest therein. Reflects the disposition of Issuer's options to purchase Ordinary Shares (each, an "Option") as contemplated by the Transaction Agreement. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding Option (whether or not vested) was canceled and exchanged for the right to receive (i) an amount in cash (less applicable tax and any other mandatory withholdings), equal to the product of (a) the total number of Ordinary Shares subject to such Option immediately prior to the Effective Time, multiplied by (b) the excess of the Cash Consideration over the applicable exercise price per Ordinary Share under such Option and (ii) one CVR for each Ordinary Share subject to such Option immediately prior to the Effective Time (without regard to vesting).
FAQ
What insider transaction did Avadel (AVDL) director Mark McCamish report?
Mark Anthony McCamish reported the disposition of his Avadel holdings when Alkermes acquired the company. His ordinary shares and stock options were automatically converted or canceled under the transaction terms, leaving him with no Avadel securities beneficially owned afterward.
How were Avadel (AVDL) restricted stock awards treated in the deal?
Restricted stock awards outstanding immediately before the effective time vested in full at closing. They were then treated like other ordinary shares, receiving $21.00 in cash plus one contingent value right for each share, according to the transaction agreement provisions.
How were Avadel (AVDL) stock options held by Mark McCamish handled?
Each Avadel stock option was canceled at closing and exchanged for cash and contingent value rights. The cash amount equaled the number of underlying shares multiplied by the excess of the $21.00 cash consideration over the option’s exercise price per share.
What role did the McCamish Charitable Remainder Trust play in the Avadel (AVDL) filing?
Some Avadel ordinary shares were held by the McCamish Charitable Remainder Trust. The filing notes Mark McCamish and his spouse are income beneficiaries, and he disclaims beneficial ownership of those shares except to the extent of their pecuniary interest in the trust.
What is the contingent value right mentioned in the Avadel (AVDL) transaction?
Each Avadel share and option generated a non-transferable contingent value right, or CVR. This CVR entitles the holder to a potential extra $1.50 per share in cash if certain specified milestones are met after the effective time of the Alkermes acquisition.