On May 4, 2026 Assertio Holdings, Inc. (Nasdaq: ASRT) ("Assertio" or the "Company") reported that, on May 1, 2026, Assertio and Garda Therapeutics ("Garda") entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Garda has increased its offer to acquire all outstanding shares of Assertio to $21.80 per share in cash with no contingent value right.
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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.
The revised offer follows engagement with multiple parties during the Company’s "window-shop" period, including the receipt of a Superior Proposal, after which the Company negotiated in good faith with Garda as required by the terms of the merger agreement. The increased consideration and the revised Merger Agreement with Garda provides greater cash consideration to Assertio’s stockholders, and includes increased and fully-committed equity and debt financing commitments. After careful consideration, Assertio’s Board of Directors determined that Garda’s increased offer represents the most favorable outcome for Assertio’s stockholders.
Heather Mason, Chair of the Assertio Board of Directors, stated: "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."
Transaction Overview
Under the terms of the amended agreement, Garda will acquire all outstanding shares of Assertio for $21.80 per share in cash. The Merger Agreement does not include a contingent value right. The transaction is expected to close in the second quarter of 2026 and remains subject to customary closing conditions, including the tender of a majority of Assertio’s outstanding shares.
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. Upon completion of the transaction, Assertio’s common stock will no longer be listed on Nasdaq.
Assertio will file a current report on Form 8-K with the U.S. Securities and Exchange Commission (the "SEC") containing a summary of terms and conditions of the Merger Agreement. The Company also expects to file a Schedule 14D-9 with the SEC in connection with the tender offer, which will include additional information regarding the transaction and the strategic review process.
On April 8, 2026, Assertio completed the previously announced sale of its non-Rolvedon assets to Cosette Pharmaceuticals, further streamlining the Company and supporting the transaction with Garda.
First Quarter Conference Call
In light of the announced transaction, Assertio will not host a conference call and webcast to discuss the Company’s financial and operating results for the first fiscal quarter of 2026. The call is not expected to be rescheduled. In addition, the Company is withdrawing its previously disclosed 2026 guidance in connection with the transaction. Assertio expects to file its Form 10-Q for the first quarter of 2026 on or before May 11, 2026.
Advisors
Moelis & Company LLC is serving as financial advisor, Gibson, Dunn & Crutcher LLP as legal counsel, and Longacre Square Partners as strategy and communications advisor to Assertio.
(Press release, Assertio Holdings, MAY 4, 2026, View Source [SID1234665067])