Assertio Holdings, Inc. to be Acquired by Garda Therapeutics in \$125.1 Million All-Cash Deal

Key Points

• Assertio Holdings, Inc. (Nasdaq: ASRT) has entered into a definitive agreement to be acquired by Garda Therapeutics for \$18 per share in cash, totaling approximately \$125.1 million.
• The transaction includes a contingent value right (CVR) relating to potential future milestones for Sprix®.
• The purchase price represents a 34.6% premium to Assertio’s unaffected share price as of March 20, 2026, and a 46.6% premium to the 30-day unaffected volume-weighted average price (VWAP), and a 62.2% premium to the 60-day VWAP.
• The Board of Directors of both Assertio and Garda unanimously approved the transaction after a comprehensive strategic review involving more than 35 potential counterparties.
• Assertio has also signed and closed an agreement to divest all non-Rolvedon assets to Cosette Pharmaceuticals for \$35 million upfront plus earnouts on certain product milestones.
• The Garda transaction includes a 20-day “window-shop” period permitting Assertio to entertain and potentially accept superior offers, subject to a reduced breakup fee if a superior bid emerges.
• Following completion, Assertio’s shares will be delisted from Nasdaq.
• The deal is expected to close in Q2 2026, subject to the tender of a majority of outstanding shares, with no regulatory approvals anticipated to be required.

Transaction Details

Garda Therapeutics will initiate a tender offer to acquire all outstanding shares of Assertio Holdings at \$18 per share in cash. Shareholders will also receive a non-tradeable CVR that may provide additional future payments based on milestones associated with Sprix®. The CVR represents potential upside for shareholders beyond the upfront cash payment.

The \$125.1 million purchase price includes proceeds from the divestiture of Indocin®, Sympazan®, Sprix®, Cambia®, Zipsor®, and Otrexup® (recently de-commercialized) to Cosette Pharmaceuticals. Cosette’s payment consists of a \$35 million upfront payment and potential milestone earnouts, except for Sprix®-related milestones, which are covered by the CVR and will be passed through to Assertio shareholders.

The window-shop provision allows Assertio to consider alternative proposals for a period of 20 days, maximizing value for shareholders. If a superior offer is accepted during this period, a reduced breakup fee applies, giving Assertio flexibility to pursue better opportunities.

Strategic Review and Board Recommendation

Assertio’s Board undertook a rigorous strategic review process starting in the first quarter of 2025, considering options such as selling the company, merging, monetizing Rolvedon, or continuing as a standalone entity. The Board and management, with the help of advisors, contacted over 35 potential strategic and financial buyers before concluding that the Garda and Cosette transactions deliver the best outcome for shareholders.

Assertio’s Board of Directors unanimously recommends shareholders tender their shares into the Garda offer.

Shareholder Considerations and Potential Share Price Impact

• This acquisition price represents a significant premium to recent trading prices, which is likely to be a positive catalyst for ASRT shares in the near term.
• The deal provides certainty of value in a challenging regulatory and macroeconomic environment and an opportunity for further upside through the CVR.
• Shareholders should monitor the window-shop period for any competing offers, which could further increase the potential value received.
• After closing, Assertio’s stock will be delisted from Nasdaq, and liquidity for remaining shares will cease. Shareholders who do not tender may be cashed out in the second-step merger at the same price.
• The transaction is subject to customary closing conditions, primarily the tender of a majority of shares, but no regulatory approvals are expected. The company will file further details in a Schedule 14D-9 and an 8-K in the coming days.

Advisors

• Moelis & Company LLC acted as exclusive financial advisor to Assertio.
• Gibson, Dunn & Crutcher LLP served as legal counsel on both the Garda and Cosette transactions.
• Longacre Square Partners is Assertio’s strategy and communications advisor.

Cautionary Note on Forward-Looking Statements

This article contains forward-looking statements regarding the proposed acquisition, the expected timeline, and related transactions. Actual results may differ due to risks including non-satisfaction of closing conditions, competing offers, market conditions, and other uncertainties. Investors should read all future filings, including the Schedule TO and 14D-9, and consider all risks and uncertainties before making investment decisions.

Disclaimer

This article is provided for informational purposes only and does not constitute investment advice or an offer to sell or a solicitation of an offer to buy any securities. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions. Forward-looking statements are subject to change and actual results may differ materially from those anticipated.

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