AVADEL PHARMACEUTICALS PLC 8-K

What Happened

• Avadel Pharmaceuticals plc announced that the High Court of Ireland scheduled a Sanction Court Hearing for 11:00 a.m. (Irish time) on February 10, 2026 to consider sanctioning the proposed scheme of arrangement under which Alkermes plc will acquire Avadel.
• The Court directed that any interested party seeking to appear at the hearing must notify Avadel’s solicitors (Arthur Cox LLP, ref. COS/AV091/002) in writing and file and serve any supporting affidavit by no later than 5:30 p.m. (Irish time) on February 5, 2026. Avadel said the Acquisition is expected to close shortly after the Court sanctions the Scheme.

Key Details

• Sanction Court Hearing: February 10, 2026 at 11:00 a.m. (Irish time).
• Appearance/file deadlines: notify solicitors and file/serve any affidavit by February 5, 2026 at 5:30 p.m. (Irish time).
• Offer period began October 22, 2025; disclosure rules under the Irish Takeover Rules apply (e.g., opening position and dealing disclosures for persons interested in ≥1% of Avadel’s relevant securities).
• Filing includes a forward-looking statements caution and notes the Acquisition remains subject to conditions and risks.

Why It Matters

• The court sanction hearing is a key legal step toward completing the Alkermes acquisition; if the Court sanctions the scheme, the transaction is expected to close soon afterward. Retail investors should monitor the hearing outcome and related deadlines because the transaction could change ownership and lead to takeover-related disclosure requirements and trading impacts. The filing also emphasizes that closing is subject to conditions and material risks, so the deal is not guaranteed until those conditions are met.