Alkermes plc (Nasdaq: ALKS) and AVADEL PHARMACEUTICALS PLC (NASDAQ:AVDL) announced on October 22, 2025, a definitive agreement for Alkermes to acquire Avadel for total consideration of up to $20.00 per share, valuing Avadel at approximately $2.1 billion.
Under the terms of the Transaction Agreement, Avadel shareholders will receive $18.50 in cash per share, along with a non-transferable contingent value right (CVR) for a potential additional cash payment of $1.50 per share. This offer represents a premium of approximately 38% to Avadel's weighted average trading price over the three months prior to the announcement and a 12% premium to its closing price of $17.87 on October 21, 2025. The CVR payment is contingent upon the United States Food and Drug Administration (FDA) approval of LUMRYZ for idiopathic hypersomnia in adults and the dismissal of certain claims by the U.S. District Court for the District of Delaware, both conditions needing to be met by December 31, 2028.
Alkermes stated the acquisition is expected to be immediately accretive upon closing and will enhance its revenue growth profile and profitability. The deal positions Alkermes as a key player in the commercial sleep medicine market, integrating Avadel's FDA-approved product, LUMRYZ, which treats cataplexy or excessive daytime sleepiness in narcolepsy patients. LUMRYZ had approximately 3,100 patients on therapy as of June 30, 2025, and Avadel projects net revenues of $265 million to $275 million for 2025. Alkermes' Chief Executive Officer, Richard Pops, noted the acquisition accelerates the company's entry into the sleep medicine market and provides a strong foundation for the potential launch of its orexin 2 receptor agonist candidate, alixorexton.
Both companies' boards of directors have approved the transaction, which is expected to close in the first quarter of 2026. The completion is subject to customary conditions, including Avadel shareholder approval, sanction by the Irish High Court, and required U.S. antitrust clearances. Alkermes plans to finance the acquisition using cash on hand and new debt, having secured $1.2 billion in committed financing from JPMorgan Chase Bank, N.A.
