v3.26.3
Business Combination (Tables) - Avadel Pharmaceuticals Plc
 9 Months Ended
Sep. 30, 2026
Business Combination [Line Items]  
Schedule of the Total of Purchase Consideration

The total preliminary purchase consideration related to the Avadel Acquisition was as follows:

 

(In thousands)

 

Amount

 

Cash consideration paid for Avadel’s ordinary shares

 

$

2,064,310

 

Cash consideration paid for cash settlement of Avadel equity awards

 

 

134,897

 

Fair value of CVR contingent consideration

 

 

107,713

 

Total preliminary purchase consideration

 

$

2,306,920

 
Schedule of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary estimates of the fair value of assets acquired and liabilities assumed as of the Closing Date:

 

(In thousands)

 

February 12, 2026

 

Acquired Assets:

 

 

 

Cash and cash equivalents

 

$

114,135

 

Receivables

 

 

50,389

 

Inventory

 

 

147,323

 

Prepaid expenses and other current assets

 

 

13,483

 

Property, plant and equipment

 

 

796

 

Right-of-use assets

 

 

2,297

 

Intangible assets

 

 

1,794,900

 

Deferred tax assets(1)

 

 

849

 

Other assets

 

 

6,550

 

Total fair value of assets acquired

 

$

2,130,722

 

Assumed Liabilities:

 

 

 

Accounts payable and accrued expenses(2)

 

$

124,795

 

Accrued sales discounts, allowances and reserves(3)

 

 

23,074

 

Operating lease liabilities

 

 

2,296

 

Deferred tax liability

 

 

183,129

 

Other long-term liabilities(4)

 

 

—

 

Total recognized identifiable net assets acquired and liabilities assumed

 

$

1,797,428

 

Goodwill(1)(2)(3)(4)

 

 

509,492

 

Preliminary fair value of total consideration

 

$

2,306,920

 

Contingent consideration

 

 

107,713

 

Total Cash Consideration Paid

 

$

2,199,207

 

 

(1)
Inclusive of a measurement period adjustment of $0.4 million to reduce the deferred tax asset and increase goodwill following further review of Avadel’s uncertain tax position and associated deferred tax assets as of the Closing Date.
(2)
Inclusive of a measurement period adjustment of $0.1 million to increase the accounts payable and goodwill following the finalization and filing of Avadel’s 2025 tax returns.
(3)
Inclusive of a measurement period adjustment of $1.9 million to reduce the accrued sales discounts, allowances and reserves as of the Closing Date following further review.
(4)
Inclusive of a measurement period adjustment of $2.2 million to reduce the uncertain tax position and goodwill following further review of Avadel’s uncertain tax position as of the Closing Date.
Schedule of Identifiable Intangible Assets Acquired

The identifiable intangible assets acquired included the following:

 

(In thousands)

 

 

 

LUMRYZ

 

$

1,768,600

 

In-process research and development

 

 

26,300

 

Total identifiable intangible assets

 

$

1,794,900

 
Schedule of Revenue Growth that may be Anticipated The following unaudited pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations had the Avadel Acquisition occurred on the assumed date, nor is it necessarily an indication of future operating results.

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(In thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenues

 

$

480,132

 

 

$

471,652

 

 

$

1,401,881

 

 

$

1,289,459

 

Net income (loss)

 

 

37,619

 

 

 

26,540

 

 

 

38,096

 

 

 

(70,688

)