Assertio Enters Definitive Agreement for Acquisition by Garda Therapeutics
Assertio Holdings Inc. has announced a transformative set of transactions that will significantly reshape the company’s structure and deliver immediate value to shareholders. The company revealed that it has entered into a definitive agreement to be acquired by Garda Therapeutics in an all-cash deal valued at approximately $125.1 million, alongside a contingent value right (CVR) tied to future milestones. At the same time, Assertio confirmed it has completed the divestiture of its non-core assets to Cosette Pharmaceuticals, marking a dual-transaction strategy designed to streamline its portfolio and maximize shareholder returns.
The acquisition agreement, referred to as the Garda Transaction, offers Assertio shareholders $18 per share in cash, representing a substantial premium over recent trading levels. Specifically, the offer reflects a 34.6% premium to the company’s unaffected closing stock price on March 20, 2026, the day before notable trading activity occurred. It also represents a 46.6% premium to the 30-day volume-weighted average price (VWAP) and a 62.2% premium to the 60-day VWAP as of that same date. These premiums underscore the attractiveness of the offer and the strategic value perceived by Garda Therapeutics.
The transaction has been unanimously approved by the boards of directors of both companies, signaling strong confidence in the deal’s merits. According to leadership at Assertio, the agreement is the result of a comprehensive and disciplined strategic review process that explored a wide range of potential pathways. These included the possibility of selling the entire company, pursuing merger opportunities, monetizing its key asset Rolvedon, or continuing operations as an independent entity.
Heather Mason, Chair of Assertio’s Board of Directors, explained that the company and its advisors engaged with more than 35 potential counterparties during the review process, including both strategic buyers and financial investors. This extensive outreach was aimed at ensuring that all viable options were considered and that the chosen path would deliver the highest possible value to shareholders. Mason emphasized that, following this rigorous evaluation—and with the inclusion of a “window-shop” period to allow for additional bids—the board concluded that the combined transactions with Garda and Cosette represent the most favorable outcome.
The second component of the broader transaction strategy involves the sale of Assertio’s non-Rolvedon assets to Cosette Pharmaceuticals. This divestiture includes a portfolio of marketed products such as Indocin®, Sympazan®, Sprix®, Cambia®, Zipsor®, and the recently discontinued Otrexup®. Under the terms of the Cosette Agreement, Assertio received an upfront payment of $35 million, along with the potential for additional earnout payments tied to specific product performance milestones.
Importantly, the economics of the Cosette transaction are integrated into the overall value of the Garda deal. While most of the proceeds from the asset sale are reflected in the total purchase price, certain future milestones related to Sprix® will be passed through to Assertio shareholders via the CVR mechanism included in the Garda Transaction. This structure allows shareholders to benefit from potential future upside while still receiving immediate cash consideration.
Mark Reisenauer, Chief Executive Officer and Director of Assertio, highlighted the significance of these transactions in the context of the current healthcare and economic landscape. He noted that the pharmaceutical industry is facing a rapidly evolving environment characterized by regulatory changes, reimbursement pressures, and broader macroeconomic challenges. In this context, the transactions provide a clear and certain path to value realization for shareholders, reducing uncertainty and positioning the company for a smooth transition under new ownership.
Under the terms of the Garda Agreement, Garda Therapeutics will initiate a tender offer to acquire all outstanding shares of Assertio’s common stock. The offer will be made directly to shareholders, who will have the opportunity to tender their shares at the agreed-upon price of $18 per share, plus the CVR. Assertio’s Board of Directors has unanimously recommended that shareholders accept the offer, reflecting its confidence in the transaction.
The agreement also includes a 20-day “window-shop” provision, which allows Assertio to continue engaging with other potential buyers who may present superior proposals. During this period, the company is permitted to solicit and evaluate alternative offers. If a higher-value transaction emerges and the board decides to terminate the Garda Agreement in favor of such an offer, a reduced breakup fee would apply. This provision ensures that shareholders have the opportunity to benefit from any competing bids that may arise.
The closing of the Garda Transaction is expected to occur in the second quarter of 2026, subject to customary closing conditions. These include the requirement that a majority of Assertio’s outstanding shares be tendered in the offer. Notably, the company does not anticipate the need for regulatory approvals, which could facilitate a relatively swift completion process.
Following the successful completion of the tender offer, Garda will proceed with a second-step merger to acquire any remaining shares that were not tendered. This subsequent transaction will be executed at the same price of $18 per share, ensuring that all shareholders receive equal treatment. Upon completion of the merger, Assertio’s common stock will be delisted from the Nasdaq Stock Market, and the company will operate as a privately held entity under Garda’s ownership.
As part of its regulatory obligations, Assertio plans to file a Schedule 14D-9 with the U.S. Securities and Exchange Commission within approximately 10 business days. This filing will provide detailed information about the tender offer, including the background of the transaction, the strategic review process, and the board’s rationale for recommending the deal. Additionally, the company will submit a current report on Form 8-K outlining the key terms and conditions of the agreement.
The transaction was supported by a team of experienced advisors. Moelis & Company served as exclusive financial advisor to Assertio, providing strategic guidance throughout the review and negotiation process. Legal counsel was provided by Gibson Dunn & Crutcher LLP, while Longacre Square Partners acted as a strategy and communications advisor.
From a strategic perspective, the combined transactions represent a decisive step in reshaping Assertio’s business and unlocking value for its stakeholders. By divesting non-core assets and aligning with a buyer that recognizes the value of its remaining portfolio, the company has positioned itself for a smooth transition while delivering immediate financial benefits to shareholders.
For Garda Therapeutics, the acquisition provides an opportunity to expand its footprint and leverage Assertio’s remaining assets, including Rolvedon, within its broader strategic framework. Meanwhile, Cosette Pharmaceuticals gains a portfolio of established products that can complement its existing operations and support its growth objectives.
Overall, the announcement marks a pivotal moment for Assertio Holdings, reflecting both the culmination of an extensive strategic review and the beginning of a new chapter under Garda’s ownership. With a strong premium for shareholders, a clear path to closing, and the potential for additional upside through the CVR, the transactions are designed to deliver both immediate and long-term value in a dynamic and evolving pharmaceutical landscape.
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.
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