REG - BkofA Merrill Lynch Avadel Pharma plc - Form 8.3-Avadel Pharmaceuticals plc
03/12/2025 13:00
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RNS Number : 1068K Bank of America Merrill Lynch 03 December 2025
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH
TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1%
OR MORE
1. KEY INFORMATION
(a) Full name of discloser Bank of America Corporation
(b) Owner or controller of interests and short positions disclosed, if
different from 1(a)
The naming of nominee or vehicle companies is insufficient. For a trust, the
trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this AVADEL PHARMACEUTICALS PLC
form relates
Use a separate form for each offeror/offeree
(d) If an exempt fund manager connected with an offeror/offeree, state
this and specify identity of offeror/offeree (Note 1)
(e) Date position held/dealing undertaken 02/12/2025
For an opening position disclosure, state the latest practicable date prior to
the disclosure
(f) In addition to the company in 1(c) above, is the discloser also No
making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2
for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing (if any)
(Note 2)
Class of relevant security 0.01 ordinary shares
(Note 3)
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled 2,804,362 2.879% 1,054,325 1.082%
(2) Cash-settled derivatives 141,124 0.145% 808,805 0.830%
(3) Stock-settled derivatives (including options) and agreements to 0 0.000% 0 0.000%
purchase/ sell
Total 2,945,486 3.024% 1,863,130 1.913%
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and any
open stock-settled derivative positions (including traded options), or
agreements to purchase or sell relevant securities, should be given on a
Supplemental Form 8.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE
DISCLOSURE (Note 4)
Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant Purchase/sale Number of Price per unit
security
securities (Note 5)
USD 0.01 common Purchase 8 21.35 USD
USD 0.01 common Purchase 29 21.355 USD
USD 0.01 common Purchase 910 21.36 USD
USD 0.01 common Purchase 20 21.3605 USD
USD 0.01 common Purchase 21 21.361 USD
USD 0.01 common Purchase 37 21.3613 USD
USD 0.01 common Purchase 40 21.3615 USD
USD 0.01 common Purchase 18 21.3617 USD
USD 0.01 common Purchase 16 21.3619 USD
USD 0.01 common Purchase 39 21.3622 USD
USD 0.01 common Purchase 23 21.3625 USD
USD 0.01 common Purchase 20 21.3629 USD
USD 0.01 common Purchase 21 21.3638 USD
USD 0.01 common Purchase 16 21.364 USD
USD 0.01 common Purchase 24 21.365 USD
USD 0.01 common Purchase 16 21.3658 USD
USD 0.01 common Purchase 18 21.3681 USD
USD 0.01 common Purchase 23 21.3691 USD
USD 0.01 common Purchase 15 21.3692 USD
USD 0.01 common Purchase 31 21.3693 USD
USD 0.01 common Purchase 304 21.37 USD
USD 0.01 common Purchase 18 21.3704 USD
USD 0.01 common Purchase 21 21.3705 USD
USD 0.01 common Purchase 21 21.3707 USD
USD 0.01 common Purchase 17 21.3708 USD
USD 0.01 common Purchase 22 21.3713 USD
USD 0.01 common Purchase 18 21.3734 USD
USD 0.01 common Purchase 18 21.3737 USD
USD 0.01 common Purchase 19 21.3746 USD
USD 0.01 common Purchase 44 21.375 USD
USD 0.01 common Purchase 18 21.3751 USD
USD 0.01 common Purchase 20 21.3763 USD
USD 0.01 common Purchase 20 21.3765 USD
USD 0.01 common Purchase 18 21.3769 USD
USD 0.01 common Purchase 16 21.3774 USD
USD 0.01 common Purchase 21 21.3783 USD
USD 0.01 common Purchase 16 21.3786 USD
USD 0.01 common Purchase 18 21.3791 USD
USD 0.01 common Purchase 556 21.38 USD
USD 0.01 common Purchase 21 21.3833 USD
USD 0.01 common Purchase 18 21.3835 USD
USD 0.01 common Purchase 15 21.3842 USD
USD 0.01 common Purchase 35 21.385 USD
USD 0.01 common Purchase 21 21.3851 USD
USD 0.01 common Purchase 18 21.3858 USD
USD 0.01 common Purchase 15 21.386 USD
USD 0.01 common Purchase 713 21.39 USD
USD 0.01 common Purchase 227 21.395 USD
USD 0.01 common Purchase 7 21.3973 USD
USD 0.01 common Purchase 226 21.4 USD
USD 0.01 common Purchase 209 21.41 USD
USD 0.01 common Purchase 85 21.42 USD
USD 0.01 common Purchase 500 21.425 USD
USD 0.01 common Purchase 32 21.43 USD
USD 0.01 common Purchase 108 21.44 USD
USD 0.01 common Purchase 2 21.445 USD
USD 0.01 common Purchase 7,680 21.35 USD
USD 0.01 common Purchase 1 21.42 USD
USD 0.01 common Purchase 3 21.445 USD
USD 0.01 common Purchase 23 21.46 USD
Class of relevant Purchase/sale Number of Price per unit
security
securities (Note 5)
USD 0.01 common Sale 11 21.36 USD
USD 0.01 common Sale 101 21.37 USD
USD 0.01 common Sale 37,948 21.3732 USD
USD 0.01 common Sale 100 21.375 USD
USD 0.01 common Sale 12 21.39 USD
USD 0.01 common Sale 7 21.3973 USD
USD 0.01 common Sale 36 21.4 USD
USD 0.01 common Sale 12 21.44 USD
USD 0.01 common Sale 216 21.436944 USD
USD 0.01 common Sale 1 21.42 USD
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price
relevant description e.g. opening/ closing a long/ short position, increasing/ reducing a long/ reference per unit
security e.g. CFD short position securities (Note 5)
(Note 6)
USD
USD 0.01 common Swaps Reducing a short position 6 21.3723 USD
USD 0.01 common Swaps Reducing a short position 1,602 21.3723 USD
USD 0.01 common Swaps Reducing a short position 605 21.3723 USD
USD 0.01 common Swaps Increasing a long position 216 21.434944 USD
USD 0.01 common Swaps Reducing a short position 4,804 21.3723 USD
USD 0.01 common Swaps Reducing a short position 319 21.3723 USD
USD 0.01 common Swaps Reducing a short position 3,786 21.3723 USD
USD 0.01 common Swaps Reducing a short position 5,221 21.3712 USD
USD 0.01 common Swaps Reducing a short position 5,202 21.3712 USD
USD 0.01 common Swaps Reducing a short position 2,341 21.3712 USD
USD 0.01 common Swaps Reducing a short position 1,531 21.3723 USD
USD 0.01 common Swaps Reducing a short position 4,742 21.3723 USD
USD 0.01 common Swaps Reducing a short position 3,584 21.3712 USD
USD 0.01 common Swaps Reducing a short position 2,626 21.3712 USD
USD 0.01 common Swaps Reducing a short position 1,070 21.3723 USD
USD 0.01 common Swaps Reducing a short position 509 21.3723 USD
(c) Stock-settled derivative transactions (including
options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, purchasing, selling, varying Number Exercise Type Expiry Option
relevant description e.g. call etc. of
price per e.g. date money
security option securities unit American,
paid/
to which European received per unit
option
etc.
relates
(Note 6)
N/A N/A N/A N/A N/A N/A N/A N/A
(ii) Exercise
Class of Product Exercising/ Number of Exercise
relevant description exercised securities price per
security e.g. call against unit
option (Note 5)
N/A N/A N/A N/A N/A
(d) Other dealings (including transactions in respect of
new securities) (Note 3)
Class of Nature of dealing Details Price per unit (if
relevant e.g. subscription, applicable)
security conversion, exercise (Note 5)
N/A N/A N/A N/A
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the person
making the disclosure and any party to the offer or any person acting in
concert with a party to the offer.
Irrevocable commitments and letters of intent should not be included. If there
are no such agreements, arrangements or understandings, state "none"
(b) Agreements, arrangements or understandings relating to
options or derivatives
Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which
any derivative referred to on this form is referenced. If none, this should be
stated.
(c) Attachments
Is a Supplemental Form 8 attached? No
Date of disclosure 03/12/2025
Contact name Kamil Dziedzic
Telephone number +353 86 168 4821
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory
Information Service.
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. END ITPFLFELFELVIIE
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