Avadel Pharmaceuticals (AVDL) investor relations material

Executive summary

• Alkermes will acquire all outstanding shares of Avadel via a court-sanctioned scheme of arrangement, with Avadel shareholders receiving $21.00 per share in cash and a non-transferable contingent value right (CVR) for a potential additional $1.50 per share, contingent on FDA approval of LUMRYZ for idiopathic hypersomnia by December 31, 2028.

• The transaction was unanimously recommended by Avadel’s board, supported by fairness opinions from Morgan Stanley and Goldman Sachs, and follows a competitive process involving multiple bidders and negotiations that increased the offer price.

• The transaction is expected to close in the first quarter of 2026, subject to shareholder approval at two special meetings, regulatory clearances, and Irish High Court sanction.

Voting matters and shareholder proposals

• Shareholders will vote at a Scheme Meeting and an Extraordinary General Meeting (EGM) on the scheme, amendments to Avadel’s Articles of Association, executive compensation arrangements, and potential adjournments if more proxies are needed.

• Approval of the scheme requires a majority in number and at least 75% in value of shares voted at the Scheme Meeting; EGM resolutions require either a simple majority or 75% for special resolutions.

• The board recommends voting “FOR” all proposals, including the scheme, amendments, compensation, and adjournment resolutions.

Board of directors and corporate governance

• All current Avadel directors will resign upon completion, and Alkermes nominees will be appointed.

• The board formed a transaction committee to oversee the process and engaged in extensive negotiations and outreach to potential acquirers.