REG - BkofA Merrill Lynch Avadel Pharma plc - Form 8.3-Avadel Pharmaceuticals plc
11/12/2025 13:00
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RNS Number : 2280L Bank of America Merrill Lynch 11 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 10/12/2025
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 1,540,515 1.582% 516,642 0.530%
(2) Cash-settled derivatives 432,818 0.444% 614,364 0.631%
(3) Stock-settled derivatives (including options) and agreements to 0 0.000% 0 0.000%
purchase/ sell
Total 1,973,333 2.026% 1,131,006 1.161%
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 272 21.39 USD
USD 0.01 common Purchase 25 21.3904 USD
USD 0.01 common Purchase 23 21.390435 USD
USD 0.01 common Purchase 24 21.390834 USD
USD 0.01 common Purchase 21 21.400477 USD
USD 0.01 common Purchase 2,126 21.400899 USD
USD 0.01 common Purchase 26 21.407308 USD
USD 0.01 common Purchase 56 21.41 USD
USD 0.01 common Purchase 20 21.4105 USD
USD 0.01 common Purchase 25 21.4124 USD
USD 0.01 common Purchase 20 21.4125 USD
USD 0.01 common Purchase 21 21.41381 USD
USD 0.01 common Purchase 29 21.414828 USD
USD 0.01 common Purchase 24 21.415 USD
USD 0.01 common Purchase 67 21.415523 USD
USD 0.01 common Purchase 80 21.415875 USD
USD 0.01 common Purchase 30 21.416667 USD
USD 0.01 common Purchase 71 21.418029 USD
USD 0.01 common Purchase 72 21.419862 USD
USD 0.01 common Purchase 136 21.42 USD
USD 0.01 common Purchase 31 21.422259 USD
USD 0.01 common Purchase 68 21.4225 USD
USD 0.01 common Purchase 36 21.423612 USD
USD 0.01 common Purchase 80 21.423875 USD
USD 0.01 common Purchase 62 21.429839 USD
USD 0.01 common Purchase 174 21.43 USD
USD 0.01 common Purchase 25 21.4308 USD
USD 0.01 common Purchase 207 21.48 USD
USD 0.01 common Purchase 72 21.482084 USD
USD 0.01 common Purchase 10 21.38 USD
USD 0.01 common Purchase 109 21.48 USD
Class of relevant Purchase/sale Number of Price per unit
security
securities (Note 5)
USD 0.01 common Sale 53 21.385095 USD
USD 0.01 common Sale 13 21.385385 USD
USD 0.01 common Sale 403 21.39 USD
USD 0.01 common Sale 25 21.3904 USD
USD 0.01 common Sale 23 21.390435 USD
USD 0.01 common Sale 24 21.390834 USD
USD 0.01 common Sale 160 21.395 USD
USD 0.01 common Sale 614 21.4 USD
USD 0.01 common Sale 21 21.400477 USD
USD 0.01 common Sale 26 21.407308 USD
USD 0.01 common Sale 301 21.41 USD
USD 0.01 common Sale 20 21.4105 USD
USD 0.01 common Sale 20 21.4125 USD
USD 0.01 common Sale 21 21.41381 USD
USD 0.01 common Sale 92 21.415 USD
USD 0.01 common Sale 289 21.42 USD
USD 0.01 common Sale 167 21.43 USD
USD 0.01 common Sale 84 21.44 USD
USD 0.01 common Sale 36 21.45 USD
USD 0.01 common Sale 24 21.46 USD
USD 0.01 common Sale 1,393 21.48 USD
USD 0.01 common Sale 12 21.5 USD
USD 0.01 common Sale 32,100 21.4113 USD
USD 0.01 common Sale 8,003 21.429281 USD
USD 0.01 common Sale 3,970 21.48 USD
USD 0.01 common Sale 1 21.38 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 1,040 21.42908 USD
USD 0.01 common Swaps Reducing a short position 6,963 21.42908 USD
USD 0.01 common Swaps Reducing a short position 32,100 21.4088 USD
USD 0.01 common Swaps Reducing a long position 72 21.4823 USD
USD 0.01 common Swaps Reducing a long position 614 21.4011 USD
USD 0.01 common Swaps Reducing a long position 1,512 21.4011 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 11/12/2025
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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