Announcement • May 14
Garda Therapeutics, Inc. cancelled the acquisition of Assertio Holdings, Inc. (NasdaqCM:ASRT).
Garda Therapeutics, Inc. entered into a definitive agreement to acquire Assertio Holdings, Inc. (NasdaqCM:ASRT) for approximately $120 million on April 8, 2026. Under the terms of the 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 $125.1 million, plus a non-tradeable CVR related to potential future milestones for Sprix®. The Garda Agreement includes a 20-day “window-shop” period. In a separate transaction, Assertio signed and closed an agreement to sell all non-Rolvedon assets to Cosette Pharmaceuticals. As per filling of May 1, 2026, the parties have agreed to increase the Offer Price (as defined below) from (x) $18.00 per share of the Company’s common stock (the “ Common Stock ”) plus one non-tradeable contingent value right representing the right to receive certain contingent payments in cash on or prior to the applicable milestone outside dates to (y) $21.80 per share of Common Stock in cash, without interest and without a contingent value right. The increased offer represents a 21.1% premium to Garda’s original offer on April 8, 2026, and a 63.1% premium to the Company’s unaffected stock price on March 20, 2026 – the day before a significant share price and trading volume movement. Following the successful completion of the tender offer, Garda will acquire any remaining shares through a second-step merger at the same price of $21.80 per share in cash. Colbeck Capital Management, LLC has committed to provide a senior secured term loan facility in an aggregate principal amount of $62 million and a senior secured delayed draw term loan facility in an aggregate principal amount of $25 million for the transaction. Following the completion of the tender offer, Assertio’s common stock will no longer be listed for trading on Nasdaq. In case of termination of transaction, Garda Therapeutics will pay a termination fee of $4.80 million and seller will pay a termination fee of $4.80 million. In the event the board terminates the agreement in favor of a superior bid during the window-shop period, a reduced breakup fee of $1.75 million would apply. On April 29, 2026, it was announced that Assertio Holdings, has reached a mutual agreement with Garda to extend the deadline to commence the previously announced tender offer to acquire all outstanding shares of Assertio to May 4, 2026. On May 5, 2026, Assertio Holdings, Inc. reached a mutual agreement with Garda Therapeutics, Inc. to postpone the commencement of the tender offer to May 8, 2026.
The transaction is subject to subject to customary closing conditions, including the tender of a majority of the outstanding shares of Assertio’s common stock and Assertio having a closing net cash of at least $115 million. The transaction has been unanimously approved by the Boards of Directors of both companies. The expected completion of the transaction is in the second quarter of 2026. On April 21, 2026, Garda Therapeutics, Inc. intends to commence the tender offer to acquire all outstanding shares of Assertio on April 29, 2026 – the day following the expiration of the 20-day “window-shop” period. As of April 29, 2026, Garda Therapeutics, Inc. and Assertio Holdings, Inc. have mutually agreed to extend the tender offer deadline to May 4, 2026. The transaction is expected to close in the second quarter of 2026. On May 8, 2026, the parties announced that they reached a mutual agreement to delay the launch of the previously announced tender offer to May 14, 2026.
Moelis & Company LLC acted as financial advisor and fairness opinion provider for Assertio Holdings, Inc. Ryan Murr, Branden Berns, and Evan D’Amico of Gibson, Dunn & Crutcher LLP acted as legal advisor for Assertio Holdings, Inc. Brett Lund of Paul Hastings LLP acted as legal advisor for Garda Therapeutics. Longacre Square Partners as strategy and communications advisor to Assertio.
Garda Therapeutics, Inc. cancelled the acquisition of Assertio Holdings, Inc. (NasdaqCM:ASRT) on May 13, 2026. The transaction was terminated because Assertio Holdings received a superior proposal from Zydus Worldwide. On behalf of Assertio Holdings, Zydus Worldwide paid Garda Therapeutics a termination fee of $5.81 million.
