Just as the dust had settled around Pfizer’s brief Metsera bidding war with Novo Nordisk, another planned biopharma acquisition has been thrust into uncertainty by a surprise counteroffer.
Lundbeck is cutting in on Alkermes' proposed purchase of its Irish biopharma compatriot Avadel Pharmaceuticals, revealing Friday that it has tendered an offer valuing the target company at up to $23 per share.
Lundbeck’s proposal would comprise $21 per ordinary Avadel share at the time of the acquisition’s close, plus a 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, comes after 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.
Lundbeck’s offer values Avadel at around $2.25 billion, according to analysts with Jefferies.
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, the company said in a Friday press release.
Given that Lundbeck’s offer looks sweeter, Avadel’s board is now cleared to provide information to and negotiate with the bidder, but it cannot yet terminate its current agreement with Alkermes nor “enter into any other agreement with Lundbeck,” according to the release.
“There can be no assurance that the discussions with Lundbeck will result in a determination by Avadel’s board that the Lundbeck Proposal is a Company Superior Proposal,” Avadel continued.
Alkermes, for its part, said its board is now “considering its options together with its advisors” following the Lundbeck proposal.
In a press 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 it will provide further updates “as and when appropriate.”
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 had said it expected to close the deal in 2026’s first quarter and predicted that the addition of Avadel would provide an immediate revenue boost.
Lundbeck, meanwhile, is plowing ahead with its so-called Focused Innovator strategy, under which the company is switching its operations 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,” Lundbeck CEO Charl van Zyl 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 progress on our strategic 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 agreed to be purchased by Pfizer in late September, but Novo Nordisk threw a curveball a little over a month later when it tendered a higher bid.
Both companies ultimately raised their offers, and Pfizer sought to challenge Novo’s counteroffer in court, to 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 the biotech’s board believing Novo’s bid presented "unacceptably high legal and regulatory risks.”
Under the final agreement, Pfizer agreed to pay $65.60 per share upfront for Metsera, 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.