Lundbeck disrupts Alkermes' planned $2.1B purchase of Avadel with higher bid

AcquisitionLicense out/in
After reviewing Lundbeck’s proposal, Avadel’s board of directors has “determined in good faith” that the offer will likely be considered superior under its current agreement with Alkermes.
Just as the dust had settled around PAvadels brief Metsera bidding war with Novo Nordisk, another planned biopharma acquisition has been thrust into uncertainty by a surprise counAlkermes.
Lundbeck is cutting in on Alkermes' Pfizered purchaMetserats Irish biopharmaNovo NordiskAvadel Pharmaceuticals, revealing Friday that it has tendered an offer valuing the target company at up to $23 per share.
Lundbeck’s proposal would Alkermes $21 per ordinary Avadel share at the time of the acquAvadel Pharmaceuticalsa contingent value right (CRV) that could trigger two additional $1-per-share payments tied to future sales milestones for Avadel’s narcolepsy drug Lumryz and its recently acquired sleep asset valiloxybate, according to a Nov. 14 announcement.
The new bid for Avadel, headquartered in Dublin, comAvadeler fellow Irish pharma Alkermes said late last month that it was planning to purchase its neighbor for up to $20 per share, or $2.1 billion in total.AvadelnarcolepsyLumryzvaliloxybate
Lundbeck’s offerAvadels Avadel at around $2.25 billion, according to analysts witAlkermesies.
After reviewing LundbeckAvadelposal, Avadel’s board of directors has “determined inJefferiesth” that the offer will likely be considered superior under its current agreement with Alkermes, the company said in a Friday press release.
Given that Lundbeck’s offer looks sweAvadelAvadel’s board is now cleared to provide information to and negotiate with the bidder, but it cannot yet terminate its current agreementAlkermeskermes nor “enter into any other agreement with Lundbeck,” according to the release.
“There can Lundbecksurance that the discussAvadelith Lundbeck will result in a determination by Avadel’s board that the Lundbeck Proposal is a Company Superior Proposal,” Avadel continuAlkermesLundbeck
Alkermes, for its part, said its board is now “considLundbecks options together with its advisorAvadellowing the LundbecLundbeckal.Avadel
Alkermesss release, Alkermes reiterated that Avadel cannot terminate the previous acquisition agreement except under specific circumstances. Notably, Avadel would be required to sit back down at the negotiating table with Alkermes before it would be allowed to accept an alternative offer, Alkermes explained.
Alkermes noted that Alkermesprovide further uAvadel “as and when appropriate.”AvadelAlkermesAlkermes
Alkermes' proposal for Avadel—first publicly telegraphed Oct. 22—was made up of $18.50 per Avadel share and a potential CVR of $1.50 per share if Lumryz, which is currently greenlighted in narcolepsy, wins an FDA nod for idiopathic hypersomnia by the end of 2028.
At the time, Alkermes hAvadeld it expected to close the deal in 2026’s first quarter and prAvadeld that the addition of Avadel would provide an imLumryze revenue boost.narcolepsyFDAidiopathic hypersomnia
Lundbeck, meaAlkermesis plowing ahead with its so-called Focused Innovator strategy, under which the company is switchinAvadeloperations over to a partnership model in Europe and beyond. The new model is expected to be fully in place by next month, Lundbeck said in its third-quarter earnings report earlier this week.
Essentially, the Danish drugmaker is aiming to refocus its commercial engine around higher-value, innovative drug products, with a particular emphasis on its meds Vyepti and Rexulti.
“This step is essential to building the commercial infrastructure that will sustain our long-term strategy and deepen our commitment to serving patients,” LundbeckVyeptiharl Rexulti said in a statement earlier this year.
“By reducing complexity and shifting resources to the markets and brands with the greatest growth potential, we are focusing capital to accelerate progressLundbeckstrategic priorities—most notably our growing late-stage pipeline in neuro-rare and neuro-specialty diseases,” he continued.
As part of the strategy revamp, Lundbeck revealed it was cutting about 600 jobs back in September.
The nascent bidding war between Lundbeck and Alkermes comes directly on the heels of a similar fracas around obesity biotech Metsera.
In that scenario, Metsera had initially agreeAlkermespurchased by Pfizer in late September, but Novo Nordisk obesity curveball a little over a month later when it tendered a higher bid.
Both companies ultMetsera raised their offers, and Pfizer sought tPfizerlenge Novo’s counteroffeNovo Nordiskto no avail. At the same time, however, Federal Trade Commission communications to lawyers at Novo and Metsera suggested that the Danish drugmaker’s M&A play could run afoul of U.S. merger law on procedural grounds.
Metsera ultimately went with Pfizer’s offer, with tPfizertech’s board believinNovovo’s bid presented "unacceptably high legal and regulatory risks.”NovoMetsera
Metserahe final agreement, PfPfizergreed to pay $65.60 per share upfront for MetNovo, plus up to $20.65 per share via a CRV, representing an overall deal value of around $10 billion—quite a bit more than the up-to-$7.3 billion deal Pfizer had initially proposed.
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