H. Lundbeck A/S – No Offer for Avadel Pharmaceuticals plc
Further to the declaration under Rule 2.7 of the Irish Takeover Rules by Avadel and Alkermes plc on November 19, 2025, Lundbeck confirms that it does not intend to make an offer for Avadel. Accordingly, Lundbeck will be bound by the restrictions set out in Rule 2.8 of the irish Takeover Rules. Lundbeck reserves the right within the next 6 months to set aside this statement where so permitted under Rule 2.8 (including Rule 2.8(c)(ii)).
After a comprehensive assessment of the latest process dynamics, Lundbeck has concluded that increasing the purchase price set out in its non-binding proposal announced on November 14, 2025 would not meet its strategic or financial criteria for value creation. Lundbeck’s disciplined approach requires that any acquisition delivers a compelling benefit, and the evolving parameters of this opportunity no longer supported that threshold.
While Lundbeck is discontinuing this specific process, the strategic rationale for engaging in the sleep disorders space remains fully intact. Lundbeck continues to assess opportunities that align with its Focused Innovator strategy and remains confident in the long-term potential of its existing neuroscience pipeline.
Lundbeck remains committed to maintaining rigorous financial discipline and will continue to remain selective and act with conviction when the right opportunities arise. With a strengthened pipeline and the strategic progress achieved in the past 18 months, Lundbeck continues to operate from a position of strength, supported by a solid balance sheet and a clear capital allocation framework.
this announcement is intended to be treated as a statement to which Rule 2.8 of the Irish Takeover Rules applies.
NOT FOR RELEASE,PUBLICATION OR DISTRIBUTION,DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN,INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Disclaimer & Vital Notices
This announcement is for informational purposes only and does not constitute financial advice. Lundbeck and its advisors have taken reasonable care to ensure the accuracy of the details contained herein,but make no representations or warranties,express or implied,as to its completeness or accuracy. Neither Lundbeck nor any of its directors, officers, employees, or advisors shall be liable for any loss or damage arising from the use of this information.
Important Notice Relating to Financial Advisor
PJT Partners,a registered broker-dealer with the SEC,is acting exclusively as financial advisor to Lundbeck in connection with this matter. PJT Partners will be responsible only to Lundbeck and will not provide protections or advice to anyone else. Neither PJT Partners,its subsidiaries,branches,affiliates,directors,officers,employees,agents,or representatives owe or accept any duty,liability,or responsibility to any person who is not a client of PJT Partners regarding this announcement,this matter,or any statements contained herein.
General
The release, publication, or distribution of this announcement may be restricted by law in certain jurisdictions. Copies of this announcement are not being, and must not be, released, published, mailed, or distributed in or into any restricted jurisdiction. Individuals receiving this announcement must observe these restrictions. Failure to do so may violate applicable securities laws. Lundbeck disclaims any responsibility or liability for violations of these restrictions by any person, to the fullest extent permitted by law.
No Offer or Solicitation
This announcement does not constitute or form part of an offer,invitation,or solicitation to purchase,acquire,subscribe for,tender,exchange,sell,or dispose of any securities,nor does it solicit any vote or approval in any jurisdiction.
The distribution of this announcement outside of Ireland and the United States might potentially be restricted by law. Individuals receiving this announcement should inform themselves about and observe such restrictions. Non-compliance may violate the securities laws of any such jurisdiction.
About H. Lundbeck A/S
Lundbeck is a biopharmaceutical company dedicated to brain health. With over 70 years of experience in neuroscience, we are committed to improving the lives of people with neurological and psychiatric diseases.
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