LAKE FOREST, Ill. — Assertio Holdings Inc. said it has entered into an amended and restated merger agreement with Garda Therapeutics, increasing Garda’s all-cash tender offer for Assertio to $21.80 per share, or about $153.2 million.
The revised offer represents a 21.1% premium to Garda’s original April 8 offer and a 63.1% premium to Assertio’s unaffected stock price on March 20, the day before a significant increase in the company’s share price and trading volume. The updated agreement does not include a contingent value right.
Assertio said the increased offer followed engagement with multiple parties during its “window-shop” period, including receipt of a superior proposal. Under the terms of the earlier merger agreement, Assertio then negotiated in good faith with Garda. The company said Garda’s revised proposal provides greater cash consideration for stockholders and includes increased, fully committed equity and debt financing commitments.
After reviewing the revised terms, Assertio’s board determined that Garda’s increased offer represents the most favorable outcome for stockholders.
“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,” said Heather Mason, Chair of the Assertio Board of Directors.
Under the amended agreement, Garda will acquire all outstanding Assertio shares for $21.80 per share in cash. The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including the tender of a majority of Assertio’s outstanding shares.
After the tender offer is completed, Garda will acquire any remaining shares through a second-step merger at the same $21.80-per-share cash price. Assertio’s common stock will be delisted from Nasdaq after the deal closes.
Assertio said it will file a Form 8-K with the U.S. Securities and Exchange Commission containing a summary of the amended merger agreement. The company also expects to file a Schedule 14D-9 tied to the tender offer, which will include additional information about the transaction and strategic review process.
On April 8, Assertio completed the previously announced sale of its non-Rolvedon assets to Cosette Pharmaceuticals, a move the company said further streamlined the business and supported the transaction with Garda.
