Assertio to be acquired by Garda for $18 per share in cash plus CVR

Assertio (ASRT) announced a definitive agreement to be acquired by Garda Therapeutics for $18 per share in cash, or a total cash consideration of $125.1M, plus a contingent value right. In connection with the Garda Transaction, the company also announced that it has signed and closed an agreement to sell all non-Rolvedon assets to Cosette Pharmaceuticals. The Garda Transaction represents a 34.6% premium to the Company’s unaffected stock price on March 20, 2026 – the day before a significant share price and trading volume movement – a 46.6% premium to the 30-day unaffected volume-weighted average price and a 62.2% premium to the 60-day unaffected VWAP as of March 20. The Garda Transaction has been unanimously approved by the Boards of Directors of both companies. Under the terms of the Garda Agreement, Garda will promptly commence a tender offer to acquire all outstanding shares of Assertio Holdings at an upfront price of $18 per share in cash, or a total cash consideration of $125.1M, plus a non-tradeable CVR related to potential future milestones for Sprix. The Company’s Board of Directors unanimously recommends that Assertio stockholders tender their shares in the tender offer. The Garda Agreement includes a 20-day “window-shop” period. Under the terms of the window-shop provision, Assertio is free to engage with other parties who may provide superior value to our shareholders. In the event the Board terminates the Garda Agreement in favor of a superior bid during the window-shop period, a reduced breakup fee would apply. The closing of the Garda Transaction is expected to occur in the second quarter of 2026 and is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Assertio’s common stock. The Company does not expect any regulatory approvals to be required for closing. Following the successful closing of the tender offer, Garda will acquire all remaining shares of Assertio Holdings’ common stock that are not tendered in the tender offer through a second-step merger at the same price as the tender offer of $18 per share, plus the CVR. Following the completion of the tender offer, Assertio’s common stock will no longer be listed for trading on Nasdaq.