Assertio to Be Acquired by Garda Therapeutics in $125.1 Million All-Cash Deal
Assertio Holdings, Inc. has announced a definitive agreement to be acquired by Garda Therapeutics in an all-cash transaction valued at approximately $125.1 million, marking the culmination of a comprehensive strategic review process initiated in early 2025. The agreement includes a tender offer of $18 per share in cash, along with a contingent value right (CVR) tied to potential future milestones.
The transaction reflects a significant premium for shareholders and is designed to deliver immediate and certain value in a complex and evolving healthcare environment.
Strong Premium Reflects Shareholder Value
The agreed-upon purchase price represents a substantial premium over Assertio’s recent trading levels. Specifically, the $18 per share offer equates to:
- A 34.6% premium over the company’s unaffected share price as of March 20, 2026
- A 46.6% premium over the 30-day unaffected volume-weighted average price (VWAP)
- A 62.2% premium over the 60-day unaffected VWAP
These premiums highlight the attractiveness of the offer and underscore the value created through the company’s strategic review process.
Both Assertio’s and Garda Therapeutics’ Boards of Directors have unanimously approved the transaction, reinforcing confidence in the deal’s strategic and financial merits.
Strategic Review Process and Decision Rationale
The acquisition follows an extensive, multi-month strategic review conducted by Assertio’s Board of Directors, management team, and external advisors. During this process, the company explored a broad range of alternatives, including:
- A potential full sale of the company
- Strategic mergers
- Monetization of its key product, Rolvedon
- Continuing as an independent entity
According to Heather Mason, Chair of Assertio’s Board, the company engaged with more than 35 potential counterparties, including both strategic and financial buyers.
Ultimately, the Board determined that the combined transactions with Garda Therapeutics and Cosette Pharmaceuticals represent the best possible outcome for shareholders, particularly given the inclusion of a “shop” period to potentially secure even higher offers.
Parallel Asset Sale to Cosette Pharmaceuticals
In conjunction with the Garda transaction, Assertio has also completed a separate agreement with Cosette Pharmaceuticals. Under this deal, Assertio has divested several non-core assets, including:
- Indocin® products
- Sympazan®
- Sprix®
- Cambia®
- Zipsor®
- Otrexup® (recently decommercialized)
The Cosette transaction includes an upfront payment of $35 million, along with additional earnout opportunities tied to product performance milestones.
Importantly, the proceeds from this asset sale are included in the overall valuation of the Garda transaction. However, aside from specific milestone payments related to Sprix®, which are passed to shareholders via the CVR, the Cosette deal does not alter the $125.1 million purchase price.
Tender Offer Structure and Key Terms
Under the terms of the agreement, Garda Therapeutics will initiate a tender offer to acquire all outstanding shares of Assertio’s common stock.
Key elements of the transaction include:
- $18 per share in cash paid upfront
- A non-tradeable CVR tied to future milestones for Sprix®
- A recommendation from Assertio’s Board for shareholders to tender their shares
Following the successful completion of the tender offer, Garda will acquire any remaining shares through a second-step merger, ensuring all shareholders receive the same price and CVR benefits.
“Window-Shop” Provision Enhances Flexibility
A notable feature of the agreement is the inclusion of a 20-day “window-shop” period, during which Assertio is permitted to actively seek and evaluate alternative proposals.
This provision allows the company to:
- Engage with other potential bidders
- Solicit superior offers
- Maximize shareholder value
If a superior proposal emerges during this period, Assertio can terminate the agreement with Garda, subject to a reduced breakup fee, thereby preserving flexibility while maintaining deal certainty.
Expected Timeline and Closing Conditions
The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions. These include:
- Tender of a majority of outstanding shares
- Completion of the tender offer process
Notably, the company does not anticipate any regulatory approvals will be required, which could help streamline the closing timeline.
Upon completion:
- Assertio will become a wholly owned subsidiary of Garda Therapeutics
- Its shares will be delisted from the Nasdaq Stock Market
Leadership Commentary
Mark Reisenauer, CEO of Assertio, emphasized the importance of the transaction in delivering certainty to shareholders:
These transactions provide our shareholders with a clear and certain path to value realization amid a rapidly evolving regulatory, reimbursement, and macroeconomic environment.”
He also acknowledged the contributions of employees, advisors, and stakeholders in achieving this outcome.
Advisory Support and Execution
Assertio was supported by leading financial and legal advisors throughout the process:
- Moelis & Company LLC served as exclusive financial advisor
- Gibson, Dunn & Crutcher LLP acted as legal counsel
- Longacre Square Partners provided strategic and communications advisory
These firms played a key role in structuring and negotiating both the Garda acquisition and the Cosette asset sale.
Investor Information and Next Steps
The tender offer has not yet commenced. Once initiated, Garda Therapeutics and its acquisition subsidiary will file the necessary documents with the U.S. Securities and Exchange Commission (SEC), including:
- Schedule TO (Tender Offer Statement)
- Offer to Purchase
- Letter of Transmittal
Assertio will also file a Schedule 14D-9, outlining its recommendation to shareholders.
Investors are strongly encouraged to review these materials in full once available, as they will contain critical information regarding the transaction’s terms and conditions.
Forward-Looking Statements and Risks
As with any major transaction, the announcement includes forward-looking statements that are subject to risks and uncertainties. Key factors that could impact the transaction include:
- Failure to meet closing conditions
- Competing acquisition proposals
- Shareholder participation levels in the tender offer
- Potential legal proceedings
- Broader economic and market conditions
Additionally, there is no guarantee that the milestones tied to the CVR will be achieved, meaning shareholders may not receive additional payments beyond the upfront cash consideration.
The acquisition of Assertio Holdings by Garda Therapeutics represents a significant strategic milestone for both companies. By combining an attractive cash premium, a structured CVR component, and a flexible “shop” period, the transaction aims to balance immediate value with potential upside.
Coupled with the divestiture of non-core assets to Cosette Pharmaceuticals, the deal reflects a carefully executed strategy to unlock value for shareholders while positioning the business for its next phase under Garda’s ownership.
As the transaction progresses toward closing in mid-2026, all eyes will be on shareholder participation and any potential competing bids that may emerge during the window-shop period.
About Assertio
Assertio is a pharmaceutical company with comprehensive commercial capabilities offering differentiated products designed to address patients’ needs. Our focus is on supporting patients by marketing products primarily in the oncology market.
