Assertio Holdings Provides Key Update on Garda Therapeutics Acquisition Process

Summary of Key Developments

• Garda Therapeutics to Launch Tender Offer: Garda Therapeutics, Inc. (“Garda”) intends to commence a tender offer to acquire all outstanding shares of Assertio Holdings, Inc. (“Assertio”) on April 29, 2026—the day after the expiration of the 20-day “window-shop” period.
• Acquisition Terms: Assertio shareholders are set to receive \$18.00 per share in cash, valuing the transaction at \$125.1 million, plus a contingent value right that could provide additional future consideration.
• “Window-Shop” Period: Assertio’s board remains free to engage with other potential bidders during this 20-day period if a superior proposal emerges. If the Board accepts a better offer, a reduced breakup fee would apply.
• SEC Filing and Shareholder Action: The official tender offer and related materials have not yet been filed with the SEC. Shareholders are advised to carefully review all forthcoming documents before deciding to tender their shares.

Detailed Information for Investors

Assertio Holdings, Inc. (Nasdaq: ASRT) has provided a significant update regarding its pending acquisition by Garda Therapeutics, Inc. According to the definitive agreement announced on April 8, 2026, Garda will launch a tender offer to purchase all Assertio common shares at \$18.00 per share in cash, plus a contingent value right. The transaction values Assertio at approximately \$125.1 million.

The process includes a 20-day “window-shop” period, set to expire on April 28, 2026. During this time, Assertio’s board of directors is permitted to entertain and negotiate alternative acquisition proposals that may offer superior value to shareholders. If a higher bid is accepted, the company would be required to pay a reduced breakup fee to Garda.

Price Sensitivity & Shareholder Impact:

• The \$18.00 per share offer represents a premium for Assertio shareholders and is a key price-sensitive detail that could influence the share price.
• The potential for superior offers during the “window-shop” period could drive further upside for investors if another bidder emerges.
• The inclusion of a contingent value right means shareholders could benefit from additional future payments, depending on the achievement of certain milestones.

Garda and its wholly owned subsidiary, Audi Merger Sub, Inc., will file the tender offer statement on Schedule TO, and Assertio will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. These documents will provide the official terms and conditions of the tender offer, and shareholders are strongly urged to read them in full before making any decisions regarding their shares.

Risks and Forward-Looking Statements

• The completion of the transaction is subject to several risks and uncertainties, including the possibility that conditions to closing may not be satisfied, competing offers may materialize, or regulatory approvals may not be obtained.
• There is also a risk that the deal could be delayed or terminated, and that the contingent value right may not result in additional payments if milestones are not achieved.
• Any events affecting the transaction—such as legal proceedings, adverse market reactions, or management distraction—could impact Assertio’s share price.

Next Steps for Shareholders

Shareholders should monitor Assertio’s filings with the SEC, including the forthcoming tender offer materials, for the official terms and any updates regarding the transaction or potential competing offers. These will be available at www.sec.gov and on Assertio’s investor relations webpage.

Assertio remains committed to supporting patients with differentiated products, primarily in the oncology market. For more information, visit www.assertiotx.com.

Contact Information

Investor and Media Contact:
Longacre Square Partners
[email protected]

Disclaimer

This article contains forward-looking statements based on current information and expectations. Actual results could differ materially due to risks and uncertainties associated with the proposed transaction and market conditions. Investors should not place undue reliance on these statements and are encouraged to review all official SEC filings before making investment decisions. The company undertakes no obligation to update forward-looking statements except as required by law.

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