Assertio Holdings, Inc. 8-K

What Happened
Assertio Holdings, Inc. (ASRT) announced on May 13, 2026 that it entered into a definitive Agreement and Plan of Merger with Zydus Worldwide DMCC (Parent) and its subsidiary Zara Merger Sub Inc. (Purchaser) under which Purchaser will launch a cash tender offer for all outstanding Assertio common stock at $23.50 per share. The Offer must commence within five business days of the agreement and initially will expire 20 business days after commencement; Purchaser will merge into Assertio following the Offer so Assertio becomes a wholly owned subsidiary of Parent. The Assertio Board unanimously approved the Merger and recommended stockholders tender their shares.

Key Details

• Offer Price: $23.50 per share in cash; Purchaser must begin the Offer within 5 business days of May 13, 2026.
• Minimum acceptance & conditions: Offer requires valid tender of a majority of shares (50% + 1 share), Closing Net Cash ≥ $95,000,000, and no legal prohibition; obligations are not subject to a financing condition.
• Equity awards & payouts: Outstanding stock options will be canceled and, if in-the-money, cashed out based on the excess of the Merger Consideration over exercise price; unvested RSUs will vest and convert into cash equal to $23.50 per unit.
• Other transaction items: Assertio terminated a prior Garda merger agreement and, on Parent’s behalf, paid Garda a $5,810,000 termination fee; the Merger Agreement contains a $6,263,180 Company termination fee payable in certain circumstances. Also, Assertio will pursue a note offer for its $40.0M of 6.50% convertible notes due 2027 (purchase price tied to a “Fundamental Change” and expected to equal 100% principal plus accrued interest).

Why It Matters
This is a cash buyout at a fixed price — if the Offer succeeds, public shareholders will receive $23.50 per share in cash (subject to withholding) with no ongoing public equity exposure. Employee equity holders will receive cash treatment for options and RSUs, which changes potential upside from future stock performance into immediate cash payments (or cancellation if out-of-the-money). The deal includes standard deal protections and termination fees, and requires certain conditions (notably a net-cash threshold and majority tender) but does not require the buyer to secure financing. Convertible noteholders are being given a related tender/consent process; remaining notes will be addressed under the indenture post-closing.