REG - BkofA Merrill Lynch Avadel Pharma plc - Form 8.3 - Avadel Pharmaceuticals plc
12/12/2025 12:45
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RNS Number : 4123L Bank of America Merrill Lynch 12 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 11/12/2025
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 1,405,235 1.443% 518,547 0.532%
(2) Cash-settled derivatives 426,240 0.438% 582,264 0.598%
(3) Stock-settled derivatives (including options) and agreements to 0 0.000% 0 0.000%
purchase/ sell
Total 1,831,475 1.880% 1,100,811 1.130%
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 82 21.38 USD
USD 0.01 common Purchase 24 21.3875 USD
USD 0.01 common Purchase 534 21.38751 USD
USD 0.01 common Purchase 294 21.39 USD
USD 0.01 common Purchase 24 21.3925 USD
USD 0.01 common Purchase 23 21.393914 USD
USD 0.01 common Purchase 200 21.395 USD
USD 0.01 common Purchase 35 21.395715 USD
USD 0.01 common Purchase 5 21.396 USD
USD 0.01 common Purchase 19 21.396316 USD
USD 0.01 common Purchase 9 21.396667 USD
USD 0.01 common Purchase 17 21.397648 USD
USD 0.01 common Purchase 17 21.398824 USD
USD 0.01 common Purchase 1,054 21.4 USD
USD 0.01 common Purchase 20 21.402 USD
USD 0.01 common Purchase 19 21.402106 USD
USD 0.01 common Purchase 17 21.40353 USD
USD 0.01 common Purchase 12 21.405 USD
USD 0.01 common Purchase 20 21.406 USD
USD 0.01 common Purchase 96 21.41 USD
USD 0.01 common Purchase 191 21.42 USD
USD 0.01 common Purchase 312 21.43 USD
USD 0.01 common Purchase 105 21.44 USD
USD 0.01 common Purchase 501 21.440899 USD
USD 0.01 common Purchase 6,044 21.442001 USD
USD 0.01 common Purchase 36 21.45 USD
USD 0.01 common Purchase 130 21.46 USD
USD 0.01 common Purchase 83 21.47 USD
USD 0.01 common Purchase 146 21.48 USD
USD 0.01 common Purchase 48 21.485 USD
USD 0.01 common Purchase 59 21.49 USD
USD 0.01 common Purchase 64 21.5 USD
USD 0.01 common Purchase 115 21.51 USD
USD 0.01 common Purchase 3 21.516667 USD
USD 0.01 common Purchase 1,700 21.39 USD
USD 0.01 common Purchase 1 21.485 USD
USD 0.01 common Purchase 33 21.39 USD
Class of relevant Purchase/sale Number of Price per unit
security
securities (Note 5)
USD 0.01 common Sale 15 21.38 USD
USD 0.01 common Sale 15 21.385334 USD
USD 0.01 common Sale 685 21.39 USD
USD 0.01 common Sale 1,234 21.395 USD
USD 0.01 common Sale 145 21.395035 USD
USD 0.01 common Sale 37 21.395136 USD
USD 0.01 common Sale 17 21.395295 USD
USD 0.01 common Sale 2,178 21.4 USD
USD 0.01 common Sale 184 21.41 USD
USD 0.01 common Sale 35 21.415143 USD
USD 0.01 common Sale 14 21.415715 USD
USD 0.01 common Sale 61 21.42 USD
USD 0.01 common Sale 48 21.425 USD
USD 0.01 common Sale 35 21.425143 USD
USD 0.01 common Sale 27 21.425186 USD
USD 0.01 common Sale 21 21.425239 USD
USD 0.01 common Sale 185 21.43 USD
USD 0.01 common Sale 7 21.435715 USD
USD 0.01 common Sale 44 21.44 USD
USD 0.01 common Sale 501 21.440899 USD
USD 0.01 common Sale 106 21.46 USD
USD 0.01 common Sale 7 21.48 USD
USD 0.01 common Sale 1 21.49 USD
USD 0.01 common Sale 32,100 21.4358 USD
USD 0.01 common Sale 260 21.39 USD
USD 0.01 common Sale 24 21.48 USD
USD 0.01 common Sale 1 21.49 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 534 21.3877 USD
USD 0.01 common Swaps Reducing a short position 32,100 21.4333 USD
USD 0.01 common Swaps Reducing a short position 855 21.4422 USD
USD 0.01 common Swaps Reducing a long position 2,154 21.4422 USD
USD 0.01 common Swaps Reducing a long position 683 21.4422 USD
USD 0.01 common Swaps Reducing a long position 2,352 21.4422 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 12/12/2025
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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