Under the terms of this proposal (if approved) Lundbeck would acquire all of the issued and to be issued share capital of Avadel.

The Lundbeck Proposal values Avadel at up to USD 23.00 per ordinary share, implying a total equity value of approximately USD 2.4 billion and representing an approximate 29% premium to Avadel’s closing price as of October 21, 2025, the last business day prior to announcement of the Alkermes acquisition.

Avadel Board of Directors declares Lundbeck’s proposal a “Company Superior Proposal”.

The proposal is subject to, among other things, various closing conditions, including Avadel shareholder approval and regulatory approvals.