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

Key Points for Investors

• Assertio Holdings, Inc. (Nasdaq: ASRT) to be acquired by Garda Therapeutics for \$18 per share in cash, representing a total equity value of \$125.1 million.
• The transaction includes a non-tradeable Contingent Value Right (CVR) linked to potential future milestones for Sprix®.
• The offer price represents a significant premium: 34.6% above Assertio’s unaffected share price on March 20, 2026; 46.6% premium to the 30-day unaffected volume-weighted average price (VWAP); and 62.2% premium to the 60-day unaffected VWAP.
• Assertio has sold all non-Rolvedon assets to Cosette Pharmaceuticals for \$35 million upfront plus milestone-based earnouts, which are included in the total consideration paid by Garda.
• Garda acquisition includes a 20-day “window-shop” period, allowing Assertio to consider superior proposals with a reduced breakup fee if a better offer emerges.
• The transaction is expected to close in Q2 2026, subject to majority tender and other customary conditions; no regulatory approvals are expected to be required.
• Upon successful completion, Assertio’s shares will be delisted from Nasdaq.

Detailed Transaction Overview

Assertio Holdings, Inc., a pharmaceutical company with a focus on the oncology market, announced a definitive agreement to be acquired by Garda Therapeutics for \$18 per share in cash, valuing the company at approximately \$125.1 million. The acquisition will also grant Assertio shareholders a contingent value right (CVR), which entitles them to additional payments based on future milestones related to Sprix®, a key Assertio product.

The purchase price represents a compelling premium for shareholders: 34.6% above the company’s unaffected share price as of March 20, 2026, the last trading day before significant market activity, and even more attractive when compared to recent VWAPs. This indicates Garda’s strong confidence in Assertio’s underlying assets and future prospects.

As part of the transaction, Assertio has also completed the divestiture of its non-Rolvedon assets—including Indocin®, Sympazan®, Sprix®, Cambia®, Zipsor®, and the recently de-commercialized Otrexup®—to Cosette Pharmaceuticals. The Cosette deal brought in \$35 million upfront, plus earnouts from certain product milestones. All economics from this asset sale, except for Sprix®-related milestones (which are tied to the CVR), are included in the Garda deal’s total consideration. This means the acquisition price remains \$125.1 million, with any future benefit from Sprix® milestones being passed directly to shareholders via the CVR.

Strategic Review & Process

Assertio’s Board, management, and advisors undertook a multi-month, wide-ranging strategic review, considering alternatives including the sale of the company, merger options, monetizing Rolvedon, and remaining a standalone entity. More than 35 parties—both strategic and financial—were engaged during the process. The decision to proceed with Garda and Cosette was reached following this comprehensive evaluation, and the transaction was unanimously approved by the Boards of both companies.

A key investor-friendly aspect is the 20-day “window-shop” provision, which allows Assertio to actively seek and potentially accept superior proposals from other bidders. If a better offer is found and accepted during this period, a reduced breakup fee would apply, incentivizing an open and competitive process aimed at maximizing shareholder value.

Next Steps and Timeline

• Garda will launch a tender offer to purchase all outstanding shares of Assertio at \$18 per share in cash, plus the non-tradeable CVR.
• The closing is anticipated in Q2 2026, pending the tender of a majority of shares and standard closing conditions.
• No regulatory approvals are anticipated to delay the closing.
• Following the tender offer, Garda will acquire any remaining untendered shares in a second-step merger at the same price and terms.
• Upon completion, Assertio will be delisted from Nasdaq, and shareholders will receive their cash consideration and CVR.

Advisor Information

Moelis & Company LLC acted as exclusive financial advisor and Gibson, Dunn & Crutcher LLP served as legal counsel to Assertio for both the Garda and Cosette transactions. Longacre Square Partners provided strategic and communications advice.

Important Shareholder Information

• Assertio will file a Schedule 14D-9 within approximately 10 business days with detailed information about the strategic review and the transaction.
• Shareholders are strongly encouraged to review all forthcoming tender offer materials, including the Schedule TO and 14D-9, before making any decisions regarding whether to tender their shares.
• The tender offer has not yet commenced. All official materials will be available on the SEC’s website and Assertio’s investor relations page once filed.

Potential Share Price Implications

This transaction is highly price-sensitive and likely to move Assertio’s share price, given the substantial premium offered over recent trading levels and the certainty of an all-cash exit. The window-shop provision means additional upside is possible should a higher bid materialize in the coming weeks. However, after completion, shares will no longer be traded on Nasdaq, and liquidity will cease.

Cautionary Note Regarding Forward-Looking Statements

The transaction is subject to risks, including the possibility that closing conditions may not be met, that competing offers may arise, and that the CVR milestones may not be achieved, among others. The outcome of these and other risks could affect the ultimate value realized by shareholders. Investors are urged not to place undue reliance on forward-looking statements and to review the company’s SEC filings for further detail.

Disclaimer: This article is a summary and analysis of Assertio Holdings, Inc.’s definitive agreement to be acquired by Garda Therapeutics and associated asset divestitures. It is intended for informational purposes only and does not constitute investment advice or a recommendation to buy, sell, or hold any security. Please refer to the official SEC filings and consult with your financial advisor before making any investment decisions.

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