Assertio Holdings announced it has entered into a definitive agreement to be acquired by Garda Therapeutics in an all-cash transaction valued at approximately $125.1 million, alongside a contingent value right tied to future milestones.
Under the terms of the agreement, Garda will launch a tender offer to acquire all outstanding shares of Assertio at $18 per share in cash, representing a 34.6% premium to the company’s unaffected stock price and a 46.6% premium to its 30-day volume-weighted average price. The transaction has been unanimously approved by the boards of both companies.
In connection with the transaction, Assertio has also completed the sale of its non-Rolvedon assets to Cosette Pharmaceuticals for $35 million upfront, plus potential earnouts tied to product milestones. The proceeds from this divestiture are included in the total consideration of the Garda transaction, with additional milestone payments related to Sprix to be passed through to shareholders via the contingent value right.
The agreement includes a 20-day “window-shop” period during which Assertio may solicit and evaluate alternative offers that could provide superior value to shareholders. If no superior proposal emerges, the transaction is expected to close in the second quarter of 2026, subject to customary conditions including shareholder participation in the tender offer.
Following completion, Assertio’s shares will be delisted from Nasdaq, and Garda will acquire any remaining shares through a second-step merger at the same price and terms as the tender offer.
The transaction follows a comprehensive strategic review process in which Assertio evaluated multiple options, including a potential sale, merger opportunities, and asset monetization strategies, engaging with more than 35 potential counterparties before determining the Garda transaction as the optimal outcome.
Advisors to Assertio included Moelis & Company as financial advisor, Gibson, Dunn & Crutcher LLP as legal counsel, and Longacre Square Partners for strategy and communications.
KEY QUOTES:
“Over the course of this extensive multi month process, the Board, management, and our advisors have conducted a disciplined and wide ranging review of our business. We evaluated multiple strategic pathways, including a potential sale of the Company, merger opportunities, monetization of Rolvedon, and continuing as a standalone entity. The Company and its advisors engaged more than 35 counterparties, including both strategic and financial buyers. Following this thorough process, and with the addition under the agreement for an incremental shop period to ensure maximum value, the Board has determined that these transactions with Cosette and Garda provide the best outcome for our shareholders.”
Heather Mason, Chair, Board Of Directors, Assertio Holdings
“These transactions provide our shareholders with a certain path to value realization amid a rapidly evolving regulatory, reimbursement, and macroeconomic environment. I would like to sincerely thank everyone involved for the hard work that helped the Company to achieve this outcome.”
Mark Reisenauer, Chief Executive Officer And Director, Assertio Holdings
