Assertio Holdings Announces Amended Merger Agreement with Garda Therapeutics – Key Details for Investors

Summary of Key Developments

• Increased Tender Offer: Garda Therapeutics has amended its agreement to acquire Assertio Holdings, Inc. (Nasdaq: ASRT) at an all-cash price of \$21.80 per share, representing a total equity value of \$153.2 million.
• Significant Premium: The new offer represents a 21.1% premium to Garda’s previous offer from April 8, 2026, and a 63.1% premium to Assertio’s unaffected share price as of March 20, 2026, prior to a notable spike in trading volume and share price.
• No Contingent Value Right: The revised agreement removes the contingent value right that was previously part of the transaction, offering shareholders greater certainty of value.
• Board Recommendation: Assertio’s Board of Directors, following a competitive process including a “window-shop” period and a superior proposal, unanimously supports the amended offer as the most favorable outcome for shareholders.
• Fully Committed Financing: The transaction is backed by fully committed equity and debt financing, providing confidence in deal completion.
• Expected Timeline: The deal is expected to close in Q2 2026, subject to customary closing conditions, including the tender of a majority of Assertio’s outstanding shares.
• Delisting Expected: On completion, Assertio’s shares will be delisted from Nasdaq.
• Asset Sale to Support Transaction: Assertio recently completed the sale of its non-Rolvedon® assets to Cosette Pharmaceuticals, streamlining the company and supporting the merger with Garda.
• Withdrawal of Guidance and Earnings Call: Assertio will not hold its Q1 2026 earnings call and has withdrawn its 2026 financial guidance due to the pending transaction.

Details for Shareholders and Price-Sensitive Considerations

• Shareholder Value: The increased offer price provides a direct and substantial value uplift for shareholders, with the all-cash offer giving certainty as opposed to prior structures involving contingent value rights.
• Share Tendering Process: Shareholders will be asked to tender their shares in the forthcoming offer. Only after the majority tender is reached will the merger proceed, followed by a second-step merger for any remaining shares at the same price of \$21.80 per share.
• Regulatory and Competitive Risks: The transaction is subject to regulatory approval and other closing conditions. There is a possibility of competing offers, regulatory delays, or other events that could impact completion.
• Potential Impact on Share Price: The announcement of a significant premium in the cash offer is likely to impact Assertio’s share price positively in the short term, reflecting the takeover premium and anticipated certainty of value realization.
• Strategic Streamlining: The sale of non-core assets positions Assertio as a more attractive acquisition target and could be seen as a positive step towards maximizing shareholder value.
• Risks and Uncertainties: There are risks that the transaction may not close as anticipated, including the risk that insufficient shares are tendered, competing bids emerge, or regulatory hurdles are not overcome. If the deal does not close, Assertio would be left with Rolvedon® as its only product.
• Suspension of Guidance: The withdrawal of forward guidance means investors will not have updated management forecasts, increasing uncertainty about standalone performance if the transaction does not close.

Next Steps for Investors

Investors should carefully monitor filings with the U.S. Securities and Exchange Commission (SEC), including the eventual Schedule TO and Schedule 14D-9, which will contain detailed terms, conditions, and the Board’s formal recommendation regarding the tender offer. These materials will be made available at www.sec.gov and on Assertio’s investor website.

Note: Investors are strongly encouraged to read all materials when available before making any decisions regarding tendering shares.

Advisors

• Financial Advisor: Moelis & Company LLC
• Legal Counsel: Gibson, Dunn & Crutcher LLP
• Strategy and Communications Advisor: Longacre Square Partners

About Assertio Holdings

Assertio is a pharmaceutical company with a focus on commercializing differentiated products, mainly in the oncology sector. Recent asset sales have further focused the company’s portfolio.

Forward-Looking Statements Disclaimer

This article contains forward-looking statements regarding the proposed transaction between Assertio Holdings and Garda Therapeutics and related matters. Actual results may differ materially due to various risks and uncertainties, including regulatory approval, shareholder tender rates, competing offers, and general market conditions. Investors should not place undue reliance on forward-looking statements. Assertio Holdings assumes no obligation to update forward-looking information, except as required by law.

View Assertio Holdings, Inc. Historical chart here