Assertio Holdings, Inc.

SC 14D9 1 tm2614909-1_sc14d9.htm SC 14D9 TABLE OF CONTENTS ​ ​ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ​ SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ​ Assertio Holdings, Inc. (Name of Subject Company) ​ Assertio Holdings, Inc. (Name of Person Filing Statement) ​ Common Stock, $0.0001 par value per share (Title of Class of Securities) 04546C304 (CUSIP Number of Class of Securities) Mark Reisenauer Chief Executive Officer Assertio Holdings, Inc. 100 South Saunders Rd., Suite 300 Lake Forest, IL 60045 (224) 419-7106 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) ​ With copies to: Ryan A. Murr Branden C. Berns Evan D’Amico Gibson, Dunn & Crutcher LLP One Embarcadero Center, Suite 2600 San Francisco, CA 94111-3715 (415) 393-8373 ​ ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ​ ​ ​ TABLE OF CONTENTS ​ Table of Contents ​ ITEM 1. SUBJECT COMPANY INFORMATION ​ ​ ​ ​ 1 ​ ​ ​ ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON ​ ​ ​ ​ 1 ​ ​ ​ ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS ​ ​ ​ ​ 3 ​ ​ ​ ITEM 4. THE SOLICITATION OR RECOMMENDATION ​ ​ ​ ​ 13 ​ ​ ​ ITEM 5. PERSON/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED ​ ​ ​ ​ 42 ​ ​ ​ ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY ​ ​ ​ ​ 44 ​ ​ ​ ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS ​ ​ ​ ​ 44 ​ ​ ​ ITEM 8. ADDITIONAL INFORMATION ​ ​ ​ ​ 44 ​ ​ ​ ITEM 9. EXHIBITS ​ ​ ​ ​ 50 ​ ​ ​ ANNEX I OPINION OF MOELIS & COMPANY LLC ​ ​ ​ ​ I-1 ​ ​ ​ ANNEX II SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, APPRAISAL RIGHTS ​ ​ ​ ​ II-1 ​ ​ i TABLE OF CONTENTS ​ ​ Item 1. Subject Company Information. (a) Name and Address. The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits and annexes attached hereto, this “Schedule 14D-9”) relates is Assertio Holdings, Inc., a Delaware corporation (“Assertio”). The address of the principal executive offices of Assertio is 100 South Saunders Rd., Suite 300, Lake Forest, Illinois 60045, and its telephone number is (224) 419-7106. In this Schedule 14D-9, “we,” “us,” “our,” “Company” and “Assertio” refer to Assertio Holdings, Inc. (b) Securities. The title of the class of equity securities to which this Schedule 14D-9 relates is the common stock of Assertio, $0.0001 par value per share (collectively, the “Shares”). As of May 14, 2026, (i) 6,462,180 Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were free of preemptive rights, (ii) no Shares were held in treasury, (iii) no shares of preferred stock were outstanding, and (iv) an aggregate of 1,085,790 Shares were subject to or otherwise deliverable in connection with outstanding equity-based awards or the exercise or settlement of outstanding Company Equity Awards issued pursuant to the Company Stock Plans (each as defined below). Item 2. Identity and Background of Filing Person. (a) Name and Address. The name, address and telephone number of Assertio, which is the person filing this Schedule 14D-9, are set forth above under “ Item 1. Subject Company Information — Name and Address. ” (b) Tender Offer. This Schedule 14D-9 relates to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2026 (together with any amendments and supplements thereto, the “Schedule TO”) by (i) Zydus Worldwide DMCC, a limited liability company incorporated under the laws of the United Arab Emirates (“Parent”), and (ii) Zara Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). The Schedule TO relates to the tender offer to purchase all of the outstanding Shares at a per Share offer price of $23.50 (the “Offer Price”), payable in cash, without interest and less any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 18, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, the “Offer”). The Offer to Purchase and the Letter of Transmittal are being mailed to Assertio’s stockholders together with this Schedule 14D-9 and are filed as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively, and are incorporated herein by reference. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of May 13, 2026 (as it may be amended or supplemented from time to time, the “Merger Agreement”), among Parent, Merger Sub, Assertio and, solely for purposes of Section 9.20 of the Merger Agreement, Zydus Pharmaceuticals (USA) Inc., a New Jersey corporation (“Guarantor”). Prior to Assertio’s entry into the Merger Agreement, Assertio entered into that certain Agreement and Plan of Merger, dated as of April 8, 2026 (the “Original Garda Merger Agreement”), with Garda Therapeutics, Inc. (“Garda”) and Audi Merger Sub, Inc., which was subsequently amended and restated on May 1, 2026 (the “Amended Garda Merger Agreement”). The Amended Garda Merger Agreement was terminated in accordance with its terms by Assertio concurrently with Assertio’s entry into the Merger Agreement. A more complete description of the Merger Agreement can be found in Section 11 ( The Merger Agreement; Other Agreements ) of the Offer to Purchase and a copy of the Merger Agreement has been filed as Exhibit (e)(1) to this Schedule 14D-9 and each is incorporated herein by reference. 1 TABLE OF CONTENTS The Merger Agreement provides, among other things, that following the consummation of the Offer and upon the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, and in accordance with the relevant provisions of the Delaware General Corporation Law (the “DGCL”), Merger Sub will merge with and into Assertio (the “Merger”), the separate existence of Merger Sub will cease and Assertio will continue as the surviving corporation in the Merger and a wholly owned subsidiary of Parent (the “Surviving Corporation”). The Merger will be governed by Section 251(h) of the DGCL and effected without a vote of Assertio’s stockholders. In the Merger, each Share outstanding at the effective time of the Merger (being such date and at such time as the certificate of merger in respect of the Merger has been duly filed with the Secretary of State of the State of Delaware or at such other time and date as may be mutually agreed upon between Parent and Assertio in writing and specified in the certificate of merger, the “Effective Time”) (other than (i) Shares held by Assertio or any subsidiary of Assertio (including in Assertio’s treasury), or by Parent, Merger Sub or any other subsidiary of Parent, (ii) any Shares irrevocably accepted to be acquired in the Offer, and (iii) Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such Shares pursuant to Section 262 of the DGCL) will be converted into the right to receive the Offer Price, without interest, less any required withholding taxes (the “Merger Consideration”). Upon the Effective Time, Assertio will cease to be a publicly traded company and will become wholly owned by Parent. “Transactions” shall mean the Offer, the Merger and the other transactions contemplated by the Merger Agreement. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of an option to purchase Shares (an “Option”), each Opti