Assertio Holdings announced that it entered into an amended and restated merger agreement with Garda Therapeutics under which Garda increased its offer to acquire all outstanding shares of Assertio to $21.80 per share in cash, with no contingent value right included in the revised transaction.
The updated offer represents a 21.1% premium to Garda’s original proposal made on April 8, 2026, and a 63.1% premium to Assertio’s unaffected stock price on March 20, 2026.
Assertio said the revised agreement followed engagement with multiple parties during the company’s “window-shop” period, including the receipt of a Superior Proposal. The company noted that it subsequently negotiated with Garda in good faith, resulting in increased cash consideration and enhanced financing commitments. Assertio’s Board of Directors determined that Garda’s revised offer represented the most favorable outcome for shareholders.
Under the amended agreement, Garda will acquire all outstanding Assertio shares for $21.80 per share in cash. The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including the tender of a majority of Assertio’s outstanding shares. Following completion of the tender offer, Garda plans to acquire any remaining shares through a second-step merger at the same cash price. Upon closing, Assertio’s common stock will no longer trade on Nasdaq.
Assertio also noted that it completed the previously announced sale of its non-Rolvedon assets to Cosette Pharmaceuticals on April 8, 2026, which the company said further streamlined the business and supported the transaction with Garda.
In connection with the pending transaction, Assertio said it will not host a conference call or webcast to discuss first-quarter 2026 financial and operating results, and it is withdrawing previously disclosed 2026 guidance.
KEY QUOTES:
“We are pleased with this outcome, which reflects the Board’s focus throughout this disciplined and comprehensive process on delivering the best possible result for Assertio’s stockholders. Garda’s decision to increase its offer underscores both the competitive dynamics of the process and the underlying value of Assertio. We would like to thank everyone involved for their dedication and execution throughout this process.”
Heather Mason, Chair Of The Board Of Directors, Assertio
