Assertio (ASRT) tendered 66.32% of shares; merger to close June 16, 2026

Rhea-AI Filing Summary

Assertio Holdings, Inc. supplements its Solicitation/Recommendation Statement to report that the tender offer by Zara Merger Sub Inc. for all outstanding Assertio shares at $23.50 per share expired at one minute past 11:59 p.m. New York City time on June 15, 2026.

Purchaser accepted 4,286,488 Shares validly tendered and not validly withdrawn, representing 66.32% of issued and outstanding shares as of the Expiration Time. The Minimum Condition was satisfied, Purchaser will pay the Offer Price promptly, and the merger under Section 251(h) of the DGCL is expected to close on June 16, 2026, after which Assertio will be a wholly owned subsidiary and its common stock will be delisted from Nasdaq.

Insights

M&A Counsel

Tender offer met the required minimum; closing under Section 251(h) is imminent.

The filing confirms 4,286,488 Shares were validly tendered and not withdrawn, satisfying the Minimum Condition referenced in the Merger Agreement. Purchaser accepted those shares and will pay $23.50 per share in cash promptly.

Because Purchaser will own sufficient shares to effect the merger under Section 251(h) of the DGCL, the transaction is expected to close on June 16, 2026. Subsequent steps include delisting the Shares and terminating registration under the Exchange Act as promptly as practicable.

Corporate Secretary

Post-acceptance mechanics: payment, statutory merger, and securities delisting.

The statement states payment of the Offer Price will be made "promptly" in accordance with the Offer and Merger Agreement, and that following acceptance Purchaser owned sufficient Shares to complete the merger without a stockholder vote.

After closing, the Shares will be delisted from Nasdaq and Parent and Purchaser intend to seek termination of Exchange Act registration and suspend reporting obligations.

Key Figures

Offer Price: $23.50 per Share Shares tendered and accepted: 4,286,488 Shares Tendered percentage: 66.32% +2 more

5 metrics

Offer Price $23.50 per Share Offer to Purchase dated May 18, 2026

Shares tendered and accepted 4,286,488 Shares Validly tendered and not validly withdrawn as of Expiration Time

Tendered percentage 66.32% Percentage of issued and outstanding Shares as of Expiration Time

Offer Expiration June 15, 2026 Expired at one minute after 11:59 p.m. New York City time

Expected Merger Closing June 16, 2026 Merger under Section 251(h) of the DGCL expected to close

Key Terms

Schedule 14D-9, Section 251(h) of the DGCL, Offer to Purchase, Exchange Act registration

4 terms

Schedule 14D-9 regulatory

"Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

Section 251(h) of the DGCL legal

"effect the Merger under Section 251(h) of the DGCL, without a vote"

Offer to Purchase financial

"the Offer to Purchase, dated as of May 18, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Exchange Act registration regulatory

"termination of the registration of the Shares under the Exchange Act"

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14D-9

Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)

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Assertio Holdings, Inc.
(Name of Subject Company)

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Assertio Holdings, Inc.
(Name of Person Filing Statement)

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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

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☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 18, 2026 (together with the exhibits thereto, the “Schedule 14D-9”) by Assertio Holdings, Inc., a Delaware corporation (“Assertio”). The Schedule 14D-9 relates to the tender offer by Zara Merger Sub Inc., a Delaware corporation (“Purchaser”), a wholly owned subsidiary of Zydus Worldwide DMCC, a limited liability company incorporated under the laws of the United Arab Emirates (“Parent”), a wholly owned subsidiary of Zydus Lifesciences Ltd., an Indian corporation (“Ultimate Parent”) to purchase all of the outstanding shares of common stock of Assertio, par value $0.0001 per share (the “Shares”), for $23.50 per Share, payable in cash, without interest and less deduction for any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of May 18, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is described in a Tender Offer Statement (the “Schedule TO”) filed by Purchaser with the SEC on May 18, 2026.

This Amendment is being filed to reflect certain updates to the Schedule 14D-9 as set forth below. Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.

Item 8.   Additional Information

Item 8 “Additional Information” of the Schedule 14D-9 is hereby amended and supplemented by adding a new section titled “Expiration of the Offering Period; Completion of the Merger” immediately before the section titled “Annual Report” on Page 48 of the Schedule 14D-9 as follows:

“Expiration of the Offering Period; Completion of the Merger

The Offer and related withdrawal rights expired as scheduled at one minute following 11:59 p.m., New York City time, on June 15, 2026 (such time, the “Expiration Time”), and the Offer was not extended. Parent and Purchaser were advised by Equiniti Trust Company, LLC, the depositary for the Offer, that, as of the Expiration Time, a total of 4,286,488 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 66.32% of the issued and outstanding Shares as of the Expiration Time. As of the Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition (as defined in the Merger Agreement). Purchaser accepted all Shares validly tendered and not validly withdrawn pursuant to the Offer, and payment of the Offer Price for such Shares will be made promptly in accordance with the terms of the Offer and the Merger Agreement. Following acceptance for payment of the Shares, Purchaser owned sufficient Shares to effect the Merger under Section 251(h) of the DGCL, without a vote of Assertio’s stockholders. Accordingly, the Merger is expected to close on June 16, 2026, with Purchaser merging with and into Assertio, with Assertio continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. The Shares will be delisted and will cease to trade on the Nasdaq Capital Market. Parent and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Assertio’s reporting obligations under the Exchange Act as promptly as practicable.”

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

​	​	​	​	ASSERTIO HOLDINGS, INC.				​
​	Date: June 16, 2026	​	​	By:	​	​	/s/ Mark Reisenauer ​ Mark Reisenauer Chief Executive Officer	​

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FAQ

What was the Offer Price for Assertio (ASRT) in the tender offer?

The Offer Price was $23.50 per Share. The Schedule 14D-9 Amendment states the tender offer by Zara Merger Sub Inc. was for all outstanding shares at $23.50 per share, payable in cash less any required withholding taxes.

How many Assertio shares were validly tendered and accepted?

Purchaser accepted 4,286,488 Shares that were validly tendered and not validly withdrawn. The filing reports this quantity equaled 66.32% of issued and outstanding shares as of the Offer's Expiration Time on June 15, 2026.

Did the tender offer satisfy the Minimum Condition to close the merger?

Yes. The filing states the number of Shares validly tendered satisfied the Minimum Condition defined in the Merger Agreement. Purchaser accepted those Shares and intends to complete the merger under Section 251(h) of the DGCL on June 16, 2026.

What happens to Assertio's Nasdaq listing after the merger closes?

The filing states the Shares will be delisted and will cease trading on the Nasdaq Capital Market. Parent and Purchaser also intend to take steps to terminate the registration of the Shares under the Exchange Act and to suspend Assertio's reporting obligations.

When did the tender offer expire and when is the merger expected to close?

The Offer expired at one minute after 11:59 p.m. New York City time on June 15, 2026. The Schedule 14D-9 Amendment states the merger is expected to close on June 16, 2026, following acceptance and payment for tendered Shares.