AVADEL PHARMACEUTICALS PLC The Final Chapter – Acquired by Alkermes

For AVADEL PHARMACEUTICALS PLC, a significant chapter has closed. The company is no longer an independent, publicly traded entity, having been acquired by Alkermes plc. This summary explains what this means for investors and the company's future, cutting through the financial jargon to provide clear, essential information.

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Event Description (what happened)

Alkermes plc officially acquired AVADEL PHARMACEUTICALS PLC, ending Avadel's run as an independent, publicly traded company. As of February 12, 2026, Avadel operates as a private, wholly-owned subsidiary of Alkermes.

Avadel shareholders received $21.00 in cash per share. In addition, they received a special Contingent Value Right (CVR) for each share, which offers the potential for an additional $1.50 per share. This CVR payment depends on LUMRYZ (Avadel's key narcolepsy drug) achieving net sales exceeding $250 million in any consecutive 12-month period ending on or before December 31, 2028. This CVR is generally non-tradable, meaning it cannot be bought or sold on an exchange, and there is no guarantee the milestone will be met, making the additional $1.50 payment uncertain.

This acquisition finalized a deal initially announced in October 2025 and amended in November 2025. To streamline operations for its new owner, Avadel took several steps. It terminated its "at-the-market" stock offering program and prepaid approximately $60.2 million to end future royalty payments to RTW Royalty II DAC. These actions effectively "cleaned up" Avadel's balance sheet, making it a more integrated asset for Alkermes. Avadel's top leadership (CEO, CFO, COO, General Counsel) and all board members stepped down. The High Court of Ireland also sanctioned the plan, making the acquisition legally binding.

Event Date/Timeline

The acquisition became effective on February 12, 2026. Nasdaq Global Market halted trading of Avadel shares (AVDL) the day before, on February 11, 2026, at 7:50 PM New York City time, and subsequently delisted the shares. The deal was initially announced in October 2025 and amended in November 2025. The CVR milestone period extends to December 31, 2028.

Impact Assessment (who/what is affected)

• For Former Avadel Shareholders: Your Avadel stock investment converted. You no longer own shares in a publicly traded company. You will receive the cash payment and CVRs through your brokerage account. Remember, the CVR is a contractual right, not a stock, and its value depends entirely on the LUMRYZ sales milestone being met by December 31, 2028.
• For Avadel's Business & Products (like LUMRYZ): Alkermes now manages Avadel's assets, particularly LUMRYZ. Alkermes intends to fully support LUMRYZ's commercialization and potentially explore further development, leveraging its larger resources for broader market penetration.
• For Avadel Employees: Avadel's top leadership (CEO, CFO, COO, General Counsel) and all board members stepped down. Alkermes now integrates other employees, which could lead to new opportunities or changes in roles within the larger organization.
• For Patients: Alkermes is now responsible for Avadel's existing and future treatments, including LUMRYZ. This could potentially lead to increased access or accelerated development of these therapies due to Alkermes' larger scale and resources.
• For Alkermes: Alkermes primarily sought to strengthen its central nervous system (CNS) portfolio by adding LUMRYZ, Avadel's differentiated narcolepsy treatment. Alkermes aims to leverage its established commercial infrastructure and expertise to maximize LUMRYZ's market reach and potential, expecting it to be a significant revenue contributor.

Financial Impact

Avadel shareholders received a cash payment of $21.00 per share from the acquisition. Additionally, shareholders received a Contingent Value Right (CVR) for each share, offering the potential for an additional $1.50 per share if LUMRYZ net sales exceed $250 million in any consecutive 12-month period ending on or before December 31, 2028. The CVR is generally non-tradable, and its payment is not guaranteed. Avadel also prepaid approximately $60.2 million to terminate future royalty payments to RTW Royalty II DAC, directly impacting its balance sheet before the acquisition. The deal offered immediate and certain cash value at a premium for Avadel shareholders.

Key Takeaways for Investors

• Your shares are gone: If you held Avadel shares, they are no longer trading. You are entitled to the $21.00 cash per share and the CVRs.
• Understand the CVR: The CVR is not a stock. It's a promise for a potential future cash payment of $1.50 per share, only if LUMRYZ net sales exceed $250 million in any consecutive 12-month period ending on or before December 31, 2028. It is generally non-tradable, and there is no guarantee of payment.
• No more trading Avadel stock: Since the company is now private, no Avadel stock can be bought or sold on the open market.
• End of an era: For Avadel as a publicly traded company, this acquisition marks its final chapter.