Only days after revealing an unsolicited buyout bid from Lundbeck, Avadel—which has already signed an agreement to sell itself to Alkermes—has officially determined that the Lundbeck offer is sweeter.
After "discussions and negotiations" with Lundbeck and separate consultations with its advisors, Avadel on Monday confirmed that it views the Lundbeck deal as a "superior company proposal."
The distinction is important because under Avadel's existing transaction agreement with Alkermes, the latter company now has five business days to "discuss or negotiate in good faith" any potential amendments to its prior offer. Back in October, the companies got together on a $2.1 billion buyout agreement.
Avadel says Lundbeck's offer is worth up to $2.4 billion. The proposal features a $21-per-share upfront payment plus a contingent value right worth up to $2 per share based on future sales performance of Avadel's narcolepsy drug Lumryz and pipeline candidate valiloxybate.
If Lundbeck's proposal is still viewed as "superior" after Alkermes has a chance to weigh in, Avadel says it "would be entitled to terminate the Alkermes Transaction Agreement" in order to protect the best interest of its shareholders.
Monday's announcement from Avadel came on the heels of the company's Friday disclosure that Lundbeck had put in a bid. Last month, the company struck a buyout deal to sell itself to Alkermes for up to $20 per share.
For Alkermes, the company wants to bring in Avadel's sleep disorder franchise as it works to lay the commercial groundwork for its own narcolepsy candidate, alixorexton. Lundbeck, for its part, has been clear about its renewed emphasis on innovative growth drivers, having recently implemented a reorganization to double down on promising medicines.
The situation mirrors a prior buyout saga with New York obesity biotech Metsera, which signed an agreement to sell itself to Pfizer in September before receiving an unsolicited offer from Novo Nordisk the following month. That led to an intense two-week period featuring lawsuits, Federal Trade Commission scrutiny and other drama before Pfizer eventually won out.