Morgan Stanley & Co. LLC disclosed its trading activities involving securities of Avadel Pharmaceuticals plc (NASDAQ: AVDL) carried out on October 22, 2025. The disclosure was made in compliance with the regulatory document submitted to the Irish Takeover Panel, which signals a connection between the financial institution and the pharmaceutical company in the context of an acquisition offer.
The regulatory documentation indicates that Morgan Stanley, acting as a connected exempt principal trader with recognized intermediary status, was involved in substantial purchases and sales of Avadel ordinary shares on the same day. Transparency is mandatory in this type of scenario, especially when an acquisition process is underway, to ensure market fairness and protect investors.
Million-dollar movement of ordinary shares
The detailed data shows that the capital movement was significant, involving millions of shares. The buying activity was notably intense, surpassing the barrier of four million shares acquired by the institution.
The purchase of Avadel ordinary shares totaled 4,373,813 units, with prices ranging from $18.42 to $18.64 per share. On the selling side, the investment bank sold 4,001,355 ordinary shares, with the transactions occurring in a slightly higher price range, from $18.00 to $18.70 per share. The total volume traded, adding purchases and sales, approaches 8.4 million securities.
Link to the acquisition offer
Morgan Stanley’s formal disclosure to the Irish Takeover Panel, under Rule 38.5(a), indicates a direct connection with Avadel Pharmaceuticals during the period of an offer, although the document’s content did not specify the full nature or terms of this offer.
This reporting requirement is imposed on connected exempt principal traders operating in a client-serving capacity, aiming to increase transparency during relevant corporate transactions, such as acquisitions.
Acquisition details and proposed values
Avadel Pharmaceuticals is at the center of a proposed acquisition by Alkermes plc. The deal, which has already been approved by the boards of both companies, is valued at up to $2.1 billion.
The acquisition terms provide for a cash payment of $18.50 per ordinary share, plus a Contingent Value Right (CVR) of $1.50 per share. This CVR is conditional on the regulatory approval of a key Avadel drug for the treatment of idiopathic hypersomnia by the end of 2028.
- The immediate cash value is $18.50 per share.
- The potential CVR adds $1.50 per share.
- The total transaction value can reach up to $20.00 per share.
Regulatory transparency rules
Rule 38.5(a) of the Irish Takeover Panel requires connected exempt principal dealers, linked to one of the parties to the offer, to publicly disclose their transactions in relevant securities. The goal is to prevent market manipulation and provide crucial data to shareholders who need to decide on the offer.
The regulatory document also made a specific mention of the absence of secondary agreements between Morgan Stanley and other parties involved in the transaction. This includes confirmation that no indemnity agreements, contracts, or understandings related to options or derivatives exist that could non-transparently influence the acquisition process.
Reactions and market context
News of the acquisition by Alkermes generated a pre-market gain in Avadel shares. This type of reaction is common in mergers and acquisitions (M&A), reflecting the perceived value in the proposed offer. The inclusion of Lumryz (sodium oxybate) in Alkermes’ portfolio, Avadel’s main asset, is considered strategic for the buyer’s expansion in the sleep disorder medication market.
