Increased All-Cash Tender Offer Price of $21.80 per share – or $153.2 Million

New Tender Offer Price Represents 21.1% Premium to Prior Offer

Assertio Holdings, Inc. (NASDAQ:ASRT) ("Assertio" or the "Company") today announced that, on May 1, 2026, Assertio and Garda Therapeutics ("Garda") entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Garda has increased its offer to acquire all outstanding shares of Assertio to $21.80 per share in cash with no contingent value right.

The increased offer represents a 21.1% premium to Garda's original offer on April 8, 2026, and a 63.1% premium to the Company's unaffected stock price on March 20, 2026 – the day before a significant share price and trading volume movement.

The revised offer follows engagement with multiple parties during the Company's "window-shop" period, including the receipt of a Superior Proposal, after which the Company negotiated in good faith with Garda as required by the terms of the merger agreement. The increased consideration and the revised Merger Agreement with Garda provides greater cash consideration to Assertio's stockholders, and includes increased and fully-committed equity and debt financing commitments. After careful consideration, Assertio's Board of Directors determined that Garda's increased offer represents the most favorable outcome for Assertio's stockholders.

Transaction Overview

Under the terms of the amended agreement, Garda will acquire all outstanding shares of Assertio for $21.80 per share in cash. The Merger Agreement does not include a contingent value right. The transaction is expected to close in the second quarter of 2026 and remains subject to customary closing conditions, including the tender of a majority of Assertio's outstanding shares.

Following the successful completion of the tender offer, Garda will acquire any remaining shares through a second-step merger at the same price of $21.80 per share in cash. Upon completion of the transaction, Assertio's common stock will no longer be listed on Nasdaq.

Assertio will file a current report on Form 8-K with the U.S. Securities and Exchange Commission (the "SEC") containing a summary of terms and conditions of the Merger Agreement. The Company also expects to file a Schedule 14D-9 with the SEC in connection with the tender offer, which will include additional information regarding the transaction and the strategic review process.

On April 8, 2026, Assertio completed the previously announced sale of its non-Rolvedon® assets to Cosette Pharmaceuticals, further streamlining the Company and supporting the transaction with Garda.