Lake Forest-based Assertio has struck a deal to go private, agreeing on Wednesday to be bought for $18 a share in a transaction that values the company at roughly $125 million. Wrapped into the announcement was a side deal: a simultaneous sale of seven branded products to Cosette Pharmaceuticals for $35 million in upfront cash.
Deal terms and timeline
Under the merger agreement, Garda Therapeutics will promptly kick off a cash tender offer at $18.00 per share and issue a contingent value right tied to potential SPRIX milestones. Assertio's board has unanimously recommended that shareholders tender into the offer. The purchase price comes to about $125.1 million, and the agreement includes a 20-day "window-shop" period that allows the company to entertain superior bids. The companies expect to close in the second quarter of 2026, subject to customary conditions, according to Assertio.
What Cosette bought
As part of the overall transaction, Cosette agreed to acquire U.S. sales and distribution rights to Sympazan, INDOCIN (oral suspension and suppositories), SPRIX, ZIPSOR, CAMBIA and the recently decommercialized OTREXUP. Cosette put $35 million on the table upfront and will make additional contingent and profit-share payments if certain product milestones are hit, the company said. The company also noted that the acquired portfolio generated $48.9 million in net sales in 2025, per Cosette Pharmaceuticals.
CVR, conditions and financing
The deal is structured so that CVR payments tied to SPRIX delivery and sales milestones would flow to Assertio shareholders if those milestones are achieved. The agreement includes conditions such as a majority tender requirement and a Closing Net Cash threshold of $115 million. Purchasers delivered equity and debt commitments totaling about $104 million, and the merger is not conditioned on financing, as outlined in StockTitan. The merger documents also contemplate offers to purchase outstanding convertible notes and standard treatment of employee equity at closing.
Local impact and what's next
If the tender offer succeeds, Assertio's common stock will be delisted and the company will become a private subsidiary of Garda, leaving Rolvedon as the company's primary remaining commercial asset. Assertio said it will file the tender materials and a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC in the coming days so investors can review the full terms. Management and advisors involved in the process include Moelis & Company and Gibson, Dunn & Crutcher, per the company release.
Market reaction
Local business reporting first flagged the agreement this week and cast the deal as a relatively quick route to shareholder value in a choppy sector environment. Crain's Chicago Business covered the news and provided additional local market context for the transaction, including its premium to Assertio's pre-announcement trading levels, per Crain's Chicago Business.
