Zydus Lifesciences Completes Acquisition of Assertio; Nasdaq Delisting Confirmed
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As part of the transaction, Assertio's common stock has been delisted from the Nasdaq Stock Exchange effective immediately, with shareholders set to receive $23.50 per share in cash.
Zydus Lifesciences Ltd. has completed its acquisition of Assertio Holdings, Inc., officially bringing the U.S.-based pharmaceutical company under its ownership and triggering the delisting of Assertio's common stock from the Nasdaq.
Under the terms of the transaction, Assertio shareholders are receiving $23.50 per share in cash as part of the completed merger agreement. Following the deal's closure, Assertio will continue to operate as a wholly owned subsidiary of Zydus Lifesciences.
The acquisition was executed through the Agreement and Plan of Merger dated May 13, 2026, involving Assertio, Zydus Worldwide DMCC, and Zara Merger Sub Inc., a wholly owned subsidiary of Zydus Lifesciences. The completion marks the formal conclusion of the transaction process, which had been previously announced.
Alongside the merger completion, Assertio also issued updates related to its 6.50% Convertible Senior Notes due 2027. The company confirmed that the merger triggered a “Fundamental Change,” “Make-Whole Fundamental Change,” and “Merger Event” effective June 16, 2026, under the terms of the indenture.
As a result, noteholders now have the right to exercise a Fundamental Change Repurchase Right, allowing them to sell their notes back to the company at 100% of the principal amount, plus accrued interest. The repurchase is scheduled for July 17, 2026, with the submission deadline set for July 16, 2026, at 5:00 p.m. New York time.
Noteholders also retain the option to convert their securities until the same deadline. Based on the adjusted conversion terms, each $1,000 principal amount of notes will be convertible into approximately $382.58 in cash, reflecting a conversion rate of 16.2799 shares and the agreed merger consideration of $23.50 per share.
Assertio stated that conversion payments will be settled in cash on the second business day following the conversion date. The company clarified that holders who submit a repurchase notice cannot convert the same notes unless the notice is formally withdrawn under indenture rules.
U.S. Bank Trust Company, National Association continues to serve as trustee, paying agent, and conversion agent for the notes, handling processing through standard Depository Trust Company procedures.
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