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Alkermes plc (NASDAQ:ALKS) announced Wednesday that it has increased its offer to acquire Avadel Pharmaceuticals plc, according to a statement based on a recent SEC filing.
Under an amendment to the previously announced transaction agreement, Alkermes will now pay $21.00 in cash per Avadel ordinary share, up from the original $18.50 per share. The contingent value right (CVR) component of the deal, which provides for a potential additional cash payment of $1.50 per Avadel share upon achievement of a specified milestone, remains unchanged.
The amendment to the transaction agreement was signed Tuesday. Alkermes continues to expect the acquisition to close in the first quarter of 2026, subject to the satisfaction or waiver of all closing conditions.
To support the increased cash consideration, Alkermes entered into an amended and restated bridge term loan credit agreement with JPMorgan Chase Bank, N.A. and other lenders. The agreement provides for a senior secured bridge term loan facility of up to $1,512,562,923.28. The facility is intended to finance the cash consideration and related fees and expenses for the acquisition.
The bridge credit facility will mature 364 days after funding. Interest on the loans will be, at Alkermes’ option, either the Term SOFR Rate plus a 3.00% margin or the Alternate Base Rate plus a 2.00% margin. The margin increases by 0.25% at intervals starting 91 days after funding. The agreement includes covenants on leverage and interest coverage ratios, restrictions on certain transactions, and is secured by substantially all assets of Alkermes and its subsidiary guarantors.
J.P. Morgan Securities LLC, Alkermes’ financial advisor, confirmed that sufficient resources are available to pay the full cash consideration to Avadel shareholders.
Completion of the acquisition is not contingent on Alkermes obtaining financing under the bridge facility.
This report is based on a press release statement and information disclosed in Alkermes’ Form 8-K filed with the U.S. Securities and Exchange Commission.
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