Assertio announced that it has completed its previously announced merger with Zydus Lifesciences. Under the terms of the transaction, Assertio will continue operating as a wholly owned subsidiary of Zydus Lifesciences. Assertio common stock has been delisted from the Nasdaq Stock Exchange, effective today.
Assertio stockholders will receive $23.50 per share in cash in connection with the acquisition.
The merger was completed under the Agreement and Plan of Merger dated May 13, 2026, involving Assertio, Zydus Worldwide DMCC, and Zara Merger Sub. Zydus Worldwide DMCC is a wholly owned subsidiary of Zydus Lifesciences, and Zara Merger Sub is a Delaware corporation and wholly owned subsidiary of Zydus and Zydus Lifesciences.
Assertio also announced that it has delivered a notice to holders of its 6.50% Convertible Senior Notes due 2027. The company said the completion of the merger resulted in a Fundamental Change, Make-Whole Fundamental Change, and Merger Event under the terms of the related indenture, effective June 16, 2026.
As a result, holders of the notes have the right to require Assertio to repurchase their notes for cash on July 17, 2026. The repurchase price will equal 100% of the principal amount of the notes being repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date.
Holders may exercise their repurchase right by delivering notes through The Depository Trust Company procedures by 5:00 p.m. New York City time on July 16, 2026.
The notes also remain convertible at the option of holders until 5:00 p.m. New York City time on July 16, 2026. Following the merger, the consideration due upon conversion of each $1,000 principal amount of notes will be paid solely in cash.
The conversion rate immediately prior to the merger was 16.2799 shares of common stock per $1,000 principal amount of notes, reflecting a conversion price of approximately $61.46 after giving effect to Assertio’s 1-for-15 reverse stock split effective December 26, 2025.
Based on the merger consideration of $23.50 per share, holders will be entitled to receive approximately $382.58 in cash per $1,000 principal amount of notes validly surrendered for conversion.
Support: Assertio said U.S. Bank Trust Company, National Association is serving as trustee, paying agent, and conversion agent for the notes.
