Assertio Holdings, Inc. Merger Agreement and Asset Purchase

Assertio Holdings, Inc. has entered into an Agreement and Plan of Merger with Garda Therapeutics, Inc. and its subsidiary Audi Merger Sub, Inc. The agreement outlines a cash tender offer for all outstanding shares of Assertio common stock at $18.00 per share, plus one contingent value right (CVR) per share. Following the tender offer, a merger will occur where Assertio becomes a wholly-owned subsidiary of Garda Therapeutics. The Board of Directors of Assertio has unanimously approved the merger and recommended that stockholders accept the offer. The tender offer is expected to commence within ten business days and will be subject to customary conditions, including a minimum tender threshold of 50% of outstanding shares and a minimum net cash amount for the company. Concurrently, Assertio has divested its product franchises, including INDOCIN®, SPRIX®, SYMPAZAN®, CAMBIA®, ZIPSOR®, and OTREXUP®, to Cosette Pharmaceuticals, Inc. for $35 million in cash, with potential for additional milestone payments. The merger agreement includes customary representations, warranties, and covenants, as well as "no-shop" restrictions for Assertio, with provisions for a termination fee under specific circumstances. Financing for the transaction is expected to be provided through equity commitments from Joseph M. Limber and Brett K.E. Lund, and debt financing from Colbeck Capital Management.