Assertio Enters into Revised and Restated Merger Agreement with Garda Therapeutics
Assertio Holdings has announced a significant update to its pending acquisition by Garda Therapeutics, revealing that the two companies have entered into an amended and restated merger agreement as of May 1, 2026. Under the revised terms, Garda has increased its offer to acquire all outstanding shares of Assertio to $21.80 per share in cash, removing any contingent value rights from the deal structure and thereby simplifying the transaction for shareholders.
The enhanced offer represents a substantial increase over Garda’s initial proposal, which was made on April 8, 2026. Specifically, the revised bid reflects a 21.1% premium compared to the original offer and a 63.1% premium over Assertio’s unaffected stock price as of March 20, 2026. That date is particularly notable as it preceded a sharp rise in trading activity and share price movement, making it a key benchmark for evaluating the attractiveness of the transaction. The improved financial terms underscore both the competitive nature of the acquisition process and the perceived value of Assertio’s business and assets.
The updated agreement follows a structured “window-shop” period during which Assertio engaged with multiple potential acquirers and evaluated alternative proposals. During this process, the company received what was deemed a Superior Proposal, prompting further negotiations with Garda in accordance with the terms of the original merger agreement. Ultimately, these discussions led Garda to enhance its bid, resulting in greater immediate cash consideration for shareholders and more robust financing commitments.
Assertio’s Board of Directors conducted a comprehensive review of the revised offer and concluded that it represents the most favorable outcome for the company’s shareholders. The updated agreement includes fully committed equity and debt financing, providing increased certainty regarding the completion of the transaction. By eliminating contingent value rights, the deal also removes potential future uncertainties tied to performance-based payouts, offering shareholders a clear and immediate return on their investment.
Heather Mason, Chair of the Assertio Board of Directors, emphasized that the outcome reflects a disciplined and methodical strategic review process. She noted that the Board remained focused throughout on maximizing shareholder value and ensuring that all viable alternatives were carefully considered. According to Mason, Garda’s decision to increase its offer highlights both the competitive dynamics of the bidding process and the intrinsic value of Assertio’s business. She also acknowledged the efforts of all parties involved in reaching the revised agreement.
Under the terms of the amended merger agreement, Garda will acquire all outstanding shares of Assertio through a tender offer at $21.80 per share in cash. The transaction is expected to close 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 by shareholders. Following the successful completion of the tender offer, Garda will proceed with a second-step merger to acquire any remaining shares at the same price, ensuring that all shareholders receive equal consideration.
Upon completion of the transaction, Assertio’s common stock will be delisted from the Nasdaq exchange, marking the end of its status as a publicly traded company. This transition reflects a broader trend in the biopharmaceutical sector, where strategic acquisitions are often used to consolidate assets, streamline operations, and accelerate growth initiatives.
As part of its regulatory obligations, Assertio plans to file a current report on Form 8-K with the U.S. Securities and Exchange Commission, detailing the key terms and conditions of the merger agreement. In addition, the company intends to submit a Schedule 14D-9 in connection with the tender offer, which will provide shareholders with further information about the transaction, including insights into the strategic review process that led to the agreement.
The merger announcement comes shortly after Assertio completed the previously disclosed divestiture of its non-Rolvedon® assets to Cosette Pharmaceuticals on April 8, 2026. This asset sale was part of a broader effort to streamline the company’s operations and focus on its core product portfolio. By simplifying its business structure, Assertio positioned itself more effectively for strategic transactions such as the merger with Garda.
In light of the pending acquisition, Assertio has made several adjustments to its investor communications. The company has decided not to host a conference call or webcast to discuss its financial and operating results for the first quarter of 2026, and there are no plans to reschedule such an event. Additionally, Assertio has withdrawn its previously issued financial guidance for the full year 2026, citing the uncertainty associated with the transaction. The company still expects to file its quarterly report on Form 10-Q by May 11, 2026, in compliance with regulatory requirements.
A number of financial and legal advisors have supported Assertio throughout the transaction process. Moelis & Company is serving as financial advisor, providing strategic and valuation guidance. Legal counsel is being provided by Gibson Dunn & Crutcher, while Longacre Square Partners is acting as strategy and communications advisor. Together, these firms have played a key role in navigating the complexities of the merger process and ensuring that the transaction aligns with shareholder interests.
Overall, the revised merger agreement between Assertio and Garda Therapeutics represents a notable development in the biopharmaceutical industry. The increased offer not only reflects strong interest in Assertio’s assets but also demonstrates the effectiveness of the company’s strategic review process in driving shareholder value. As the transaction moves toward completion, stakeholders will be closely monitoring its progress and the potential impact on both organizations’ future growth trajectories.
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.
