Avadel Pharma files DEFA14A Proxy Statement

TL;DR

Avadel Pharma's proxy statement is in, shareholders get to vote soon.

AI Summary

Avadel Pharmaceuticals plc filed a DEFA14A proxy statement on October 23, 2025. This filing is a definitive proxy statement, indicating it's for soliciting shareholder votes. The company is based in Dublin, Ireland, with a US mailing address in Chesterfield, MO. Avadel Pharmaceuticals was formerly known as Flamel Technologies SA, with a name change on April 22, 1996.

Why It Matters

This filing is crucial for shareholders as it outlines the information needed to vote on company matters, impacting corporate governance and strategic decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not contain new financial information or significant corporate actions that would inherently increase risk.

Key Players & Entities

• AVADEL PHARMACEUTICALS PLC (company) — Registrant
• Flamel Technologies SA (company) — Former company name
• 19960422 (date) — Date of name change
• 20251023 (date) — Filing date

FAQ

Filing Documents

• tm2529228d8_defa14a.htm (DEFA14A) — 36KB
• 0001104659-25-101867.txt ( ) — 38KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 AVADEL PHARMACEUTICALS PLC (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed by table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. This Schedule 14A relates solely to preliminary communications made prior to furnishing security holders of Avadel Pharmaceuticals plc (the “Company”) with a definitive proxy Company and Alkermes plc (“Alkermes” and such agreement, the “Transaction Agreement”) in which Alkermes will acquire the Company (the “Acquisition”) pursuant to a court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the “Scheme”), or under certain circumstances, subject to the terms of the Transaction Agreement, a takeover offer (as such term is defined in the Irish Takeover Rules) rather than the Scheme. This Schedule 14A filing consists of the following documents relating to the Acquisition: 1. Email from Gregory Divis, the Chief Executive Officer of the Company, sent to the Company’s employees, dated October 23, 2025 From : Avadel CEO To : Avadel Employees Team Avadel, Please find below an important and inspiring message from Richard Pops, CEO of Alkermes. Greg ******** To the Avadel Team, Yesterday, we announced Alkermes’ intent to acquire Avadel Pharmaceuticals. On behalf of all of us at Alkermes, I want to say how excited we are to welcome you to our team early next year. This marks an important step forward, not just for our two organizations, but for the broader sleep disorder community. From our earliest conversations, it was clear that your team’s scientific excellence, strong commercial infrastructure and innovative approach aligned closely with our strategic vision and corporate values. We are both driven by a shared focus on patients and by the belief that our people are our competitive advantage. The logic of this transaction is based on an exciting view of how we can work together to bring important medicines to people in need of them. Alkermes has been a leader in neuroscience for more than three decades, pioneering new therapies for neurological and psychiatric disorders. We are currently researching alixorexton, an orexin 2 receptor agonist and a potential new treatment for narcolepsy and idiopathic hypersomnia. We believe that together, our teams, infrastructure and expertise in sleep disorders along with our combined investigational pipelines, provide an unprecedented opportunity to expand options, close treatment gaps and reach more patients living with sleep disorders and drive significant growth. We see this as more than just an acquisition. It is the beginning of a collaboration built on mutual respect, complementary strengths and a joint commitment to translating cutting-edge science into transformative outcomes. Your work has already made a meaningful impact. We are excited to provide the support and platform to help accelerate that progress even further. In the months ahead, we will work closely to ensure a smooth integration once the acquisition is complete. Our priority will be to preserve the culture and capabilities that make your team exceptional while identifying opportunities to amplify our collective impact. Thank you for the important work you do and for the opportunity to build what is next, together. We are incredibly excited about the future and look forward to getting to know you as colleagues. RP NO OFFER OR SOLICITATION This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The acquisition will be implemented by means of an Irish High Court-sanctioned scheme of arrangement on the terms provided for in the scheme document (or, if the acquisition is implemented by way of a takeover offer, the applicable takeover offer document),

View Full Filing

View this DEFA14A filing on SEC EDGAR