Assertio Holdings, Inc. 8-K

What Happened

• Assertio Holdings, Inc. announced on May 13, 2026 that it entered into a definitive Merger Agreement with Zydus Worldwide DMCC (Parent) and its wholly owned subsidiary Zara Merger Sub Inc. (Purchaser).
• The agreement provides for a cash tender offer by Purchaser for all outstanding Assertio common shares at $23.50 per share, and, following the offer, Purchaser will merge into Assertio, leaving Assertio as a wholly owned subsidiary of Parent. Purchaser commenced the offer on May 18, 2026.

Key Details

• Offer price: $23.50 per share in cash.
• Timing: Merger Agreement signed May 13, 2026; Purchaser began the tender offer on May 18, 2026.
• Convertible notes impact: The Merger will be a “Fundamental Change” (and a “Make-Whole Fundamental Change”) under the indenture for Assertio’s 6.50% Convertible Senior Notes due 2027, giving noteholders the right to (a) require repurchase for cash at 100% of principal plus accrued interest (Article 15) and (b) convert into the merger consideration at an increased conversion rate during the make‑whole period (Section 14.03).
• Note offer waiver: Parent waived the requirement that Assertio commence a separate Note Offer on May 18, 2026.
• Next filings: Tender offer materials (Schedule TO) and Assertio’s Solicitation/Recommendation Statement (Schedule 14D-9) will be filed with the SEC and made available to shareholders.

Why It Matters

• For common shareholders: the $23.50 cash offer is the immediate, material price at which Zydus is seeking to acquire Assertio; shareholders should review the forthcoming tender offer materials and the company’s recommendation before deciding whether to tender.
• For convertible noteholders: the deal triggers contractual protections that allow them either to demand cash repurchase at par plus accrued interest or to convert with a favorable conversion adjustment—actions that can materially affect the company’s liabilities and cash needs.
• The transaction remains subject to customary conditions (including sufficient tendering of shares and regulatory approvals) and contains forward‑looking statements and risks; investors should consult the official SEC filings (sec.gov) and Assertio’s investor site for the full tender offer and solicitation documents.