On May 13, 2026 Assertio Holdings, Inc. (Nasdaq: ASRT) ("Assertio" or the "Company") reported that, following an engagement process outlined under the revised merger agreement (the "Garda Merger Agreement") with Garda Therapeutics, Inc. ("Garda"), the Company’s Board of Directors (the "Board") approved a definitive agreement with Zydus Worldwide DMCC, a subsidiary of Zydus Lifesciences Limited ("Zydus") to acquire all outstanding shares of Assertio common stock for $23.50 per share in cash, representing total consideration of approximately $166.4 million (the "Zydus Offer"). The Board determined that the Zydus Offer constituted a "Superior Proposal" under the Garda Merger Agreement and authorized the Company to terminate the Garda agreement announced on May 4, 2026 and enter into the transaction with Zydus (the "Zydus Transaction").
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The Zydus Offer of $23.50 per share in cash represents a 30.6% premium to the $18.00 per share all-cash transaction with Garda announced on April 8, 2026, a 7.8% premium to the $21.80 per share all-cash transaction with Garda announced on May 4, 2026, and a 75.8% premium to the Company’s unaffected closing stock price on March 20, 2026 – the day before significant share price and trading volume movement.
In making its determination that the Zydus Offer represented a Superior Proposal, the Board considered Zydus’ strong execution profile, including that the Zydus Offer has no financing contingencies, requires no third-party financing, and is fully guaranteed by a creditworthy Zydus entity, providing Assertio with direct recourse in the event of a breach or failure to close.
Heather Mason, Chair of the Assertio Board of Directors, stated: "We are pleased that the comprehensive and disciplined strategic review process undertaken by the Board has yielded this outcome. After carefully evaluating all relevant factors, including price, certainty of value, execution risk and overall transaction terms, the Board determined that the Zydus offer represents the best path available to Assertio shareholders. I want to thank everyone involved for their continued dedication throughout this process."
Transaction Overview
Under the terms of the Zydus Transaction, Zydus will promptly commence a tender offer to acquire all outstanding shares of Assertio common stock for $23.50 per share in cash, without interest, representing total cash consideration of approximately $166.4 million. The Board unanimously recommends that Assertio stockholders tender their shares into the Zydus Transaction.
The Zydus Transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including the tender of a majority of the Company’s outstanding shares. No regulatory approvals are expected to be required.
Following the successful completion of the tender offer, Zydus will acquire any remaining shares through a second-step merger at the same price of $23.50 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 the terms and conditions of the Zydus Transaction. 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.
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 13, 2026, View Source [SID1234665653])