Lundbeck Bids $2.25B for Avadel in Second Biotech 'Auction' of the Year, Sparking Battle with Alkermes

On November 14 (local time), Avadel announced that it had received an unsolicited acquisition proposal from H. Lundbeck A/S (“Lundbeck”) to acquire Avadel at a maximum price of $23.00 per share of common stock, comprising (i) $21.00 in cash per share of common stock at closing and (ii) non-transferable contingent value rights (CVRs). The CVRs may trigger two additional payments of $1.00 per share, tied to future sales milestones for Avadel’s narcolepsy drug Lumryz and valiloxybate, a sleep asset recently acquired by Avadel. According to estimates by Jefferies analysts, the total value of Lundbeck’s offer is approximately $2.25 billion.

The acquisition proposal is subject to various closing conditions, including approval by Avadel shareholders and regulatory authorities. Avadel will not provide further comment on Lundbeck’s current acquisition proposal until its Board of Directors completes negotiations with Lundbeck. Furthermore, Avadel stated in the announcement that it was made without Lundbeck’s consent. Since the announcement under Rule 2.7 of the Listing Rules, Lundbeck’s proposal has been deemed unsolicited. It remains uncertain whether Lundbeck will make an offer for Avadel, or what the terms of any such offer might be if one is forthcoming. After consultation with its financial and legal advisors, Avadel’s Board of Directors has determined in good faith that the Lundbeck proposal would reasonably be expected to constitute a “Superior Company Proposal” as defined in Avadel’s existing transaction agreement with Alkermes.

Well before Lundbeck extended an olive branch to Avadel, the latter announced on October 22 that it had entered into a definitive agreement with Alkermes. Under the terms of the agreement, Alkermes will acquire Avadel, a commercial-stage biopharmaceutical company, for a total cash consideration of $20.00 per share, valuing Avadel at approximately $2.1 billion. The transaction has been approved by the boards of directors of both companies and is expected to close in the first quarter of 2026.

Clearly, the unsolicited acquisition proposal submitted by Lundbeck, with a maximum offer of $23 per share, is significantly higher than the previous maximum bid of $20 per share proposed by Alkermes. The acquisition of Avadel has also fallen into uncertainty due to Lundbeck’s intervention.

In fact, this is the second “bidding war” to occur in the biopharmaceutical industry in the past two months.

On September 19, 2025, Pfizer took the lead by announcing a preliminary merger agreement with Metsera, with a total acquisition valuation of up to $7.3 billion. This deal was initially interpreted by the industry as a “win-win” acquisition: Metsera would gain endorsement and financial support from a pharmaceutical giant to accelerate R&D and commercialization, while Pfizer would rapidly enter a core therapeutic area and fill strategic gaps, originally planning a swift transaction to secure the target.

However, Novo Nordisk emerged as a surprise competitor during the acquisition process. On October 30, Novo Nordisk submitted a competing $9 billion offer, aiming to “intercept” the deal for Metsera. On October 31, Pfizer filed a lawsuit against Metsera, its board of directors, and Novo Nordisk. The complaint alleged breach of contract, breach of fiduciary duty, and tortious interference with contract, claiming that Metsera had violated its obligations under the merger agreement between Pfizer and Metsera. Undeterred by the litigation, Novo Nordisk pressed ahead, and on November 4, it announced an updated acquisition offer for Metsera at a maximum price of $86.20 per share, valuing the deal at approximately $10 billion.

Just as the industry was abuzz with speculation, this blockbuster multi-billion-dollar acquisition suddenly came to an end. On November 7, citing Pfizer’s marginally higher offer of $86.25 per share (a mere $0.05 difference) and potential legal risks associated with Novo Nordisk’s bid, Metsera’s Board of Directors made its final decision. It formally rejected Novo Nordisk and finalized the merger agreement with Pfizer, bringing this “bidding war” to a close.

As the bidding war for Metsera between Pfizer and Novo Nordisk settles, a new takeover battle for Avadel has emerged between Lundbeck and Alkermes.

In response, the Avadel Board of Directors has determined that it is reasonably expected that the Lundbeck Proposal will result in a Company Superior Proposal. Accordingly, Avadel may provide information to, and engage in discussions and negotiations with, Lundbeck Pharma; however, Avadel is not permitted to terminate its agreement with Alkermes or enter into any other agreement with Lundbeck Pharma. The Avadel Board of Directors has not yet determined that the Lundbeck Proposal actually constitutes a Company Superior Proposal under the existing transaction agreement with Alkermes, and it has not changed its recommendation to support the Alkermes acquisition. Avadel will not provide further comment on the Lundbeck Proposal until the Board completes its negotiations with Lundbeck.

As a biotech company founded only a decade ago, Avadel’s being fiercely contested by two major pharmaceutical companies essentially reflects the intense competition within the pharmaceutical industry for high-quality assets in the field of neuroscience. As the acquiree in this merger and acquisition transaction, Avadel has adhered to its core mission of “Transforming medicines to transform lives” since its establishment, cultivating deep expertise particularly in the treatment of narcolepsy and building unique competitive advantages through its differentiated pipeline.

From the perspective of revenue data,Avadel’s financial performance and product competitiveness have shown steady improvement in recent years. Financial reports indicate that Avadel exceeded expectations in the second quarter of 2025, achieving earnings per share of $0.10 and reporting net profit for the first time. Since its launch in 2023, its core product Lumryz has been adopted by approximately 3,100 patients as of June 30, 2025. Starting from July 2023, new patient uptake has demonstrated a significant advantage over competing products requiring twice-nightly dosing, and Lumryz is projected to contribute $265–$275 million in net revenue in 2025.

From the perspective of the capital market,In recent years, Avadel has garnered recognition from multiple institutions: According to The Financial Times, H.C. Wainwright raised its price target for the company’s stock from $24 to $36 in 2025, while UBS (Union Bank of Switzerland) increased its target price from $13 to $20, driven by the strong sales performance of Avadel’s core product, Lumryz. This underscores the capital market’s confidence in the value of its products.

But most critically, Avadel has become the focus of acquisition attention primarily due to its pipeline asset highly relevant to the treatment of narcolepsy—the already commercialized Lumryz therapy.Lumryz is the first and only FDA-approved sodium oxybate formulation for the treatment of narcolepsy, indicated for cataplexy or excessive daytime sleepiness in patients aged 7 years and older. As the first FDA-approved once-nightly bedtime therapy for narcolepsy, Lumryz overcomes the limitations of traditional treatments. Conventional narcolepsy therapies often require multiple nightly doses, which not only reduce medication adherence but may also impair sleep quality due to nighttime awakenings. In contrast, Lumryz utilizes an extended-release sodium oxybate technology to provide sustained therapeutic effects throughout the night with a single dose, thereby improving daytime alertness while minimizing disruption to nocturnal sleep.

For Alkermes,Alkermes currently has no commercialized products of its own. A successful acquisition of Avadel would enable Alkermes to rapidly enter the sleep medicine sector, gaining a mature asset and sustainable cash flow, thereby significantly shortening the R&D payback period and reducing market uncertainty.

Furthermore, the core assets of Alkermes and Avadel offer potential for synergy. Industry analysis indicates that Avadel’s Lumryz primarily affects nighttime sleep by modulating the gamma-hydroxybutyrate (GHB) pathway, whereas Alkermes’ Alixorexton enhances daytime wakefulness by activating orexin-2 receptors. These two agents complement each other within the circadian regulation continuum of “nighttime sleep–daytime wakefulness,” paving the way for future research into combination therapies. Such an approach would not only optimize therapeutic efficacy but also enable the sharing of patient populations, physician education resources, and market channels. This suggests that the acquisition does not involve asset overlap, but rather may serve as a starting point for the development of combination therapies and pipeline synergies.

For Lundbeck,Founded in 1915, the company has focused on neuroscience since the 1950s and is one of the few pharmaceutical companies worldwide dedicated to the research and development of CNS disorders. Its R&D pipeline covers a range of CNS conditions, including depression, schizophrenia, Alzheimer’s disease, Parkinson’s disease, and migraine, forming a diversified product portfolio that includes small-molecule drugs and antibody-based therapies. Its products are sold in more than 100 countries, with steady growth in North America, Europe, and other international markets. In China, Lundbeck has advanced product localization through localized strategies; for example, its new migraine medication Vyepti was accelerated into the market via the Boao Lecheng policy, underscoring the company’s emphasis on emerging markets.

As a leading multinational corporation (MNC) in the central nervous system (CNS) field, Lundbeck continuously expands its pipeline through in-house R&D and external collaborations, such as acquisitions. The company is currently advancing its “Focused Innovator” strategy. Under this strategy, Lundbeck is transitioning its operations in Europe and other regions to a partner-centric model. The recent acquisition offer for Avadel exemplifies this “Focused Innovator” strategy.

With the Pfizer–Novo Nordisk “bidding war” now concluded, all eyes are on how Avadel will choose between Lundbeck and Alkermes.