Assertio Holdings Enters $166.4M Acquisition Agreement with Zydus
Assertio Holdings announced that, following an engagement process outlined under the revised merger agreement with Garda Therapeutics, the Company's Board of Directors approved a definitive agreement with Zydus Worldwide DMCC, a subsidiary of Zydus Lifesciences to acquire all outstanding shares of Assertio common stock for $23.50 per share in cash, representing total consideration of approximately $166.4M. The Board determined that the Zydus Offer constituted a "Superior Proposal" under the Garda Merger Agreement and authorized the Company to terminate the Garda agreement announced on May 4, 2026 and enter into the transaction with Zydus. The Zydus Offer of $23.50 per share in cash represents a 30.6% premium to the $18.00 per share all-cash transaction with Garda announced on April 8, 2026, a 7.8% premium to the $21.80 per share all-cash transaction with Garda announced on May 4, 2026, and a 75.8% premium to the Company's unaffected closing stock price on March 20, 2026 - the day before significant share price and trading volume movement. In making its determination that the Zydus Offer represented a Superior Proposal, the Board considered Zydus' strong execution profile, including that the Zydus Offer has no financing contingencies, requires no third-party financing, and is fully guaranteed by a creditworthy Zydus entity, providing Assertio with direct recourse in the event of a breach or failure to close. Under the terms of the Zydus Transaction, Zydus will promptly commence a tender offer to acquire all outstanding shares of Assertio common stock for $23.50 per share in cash, without interest, representing total cash consideration of approximately $166.4M. The Board unanimously recommends that Assertio stockholders tender their shares into the Zydus Transaction. The Zydus Transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including the tender of a majority of the Company's outstanding shares. No regulatory approvals are expected to be required. Following the successful completion of the tender offer, Zydus will acquire any remaining shares through a second-step merger at the same price of $23.50 per share in cash. Upon completion of the transaction, Assertio's common stock will no longer be listed on Nasdaq.