aibioAssertio's $23.50 cash merger would give 2027 convertible noteholders repurchase rights
The merger with Zydus Worldwide DMCC would let noteholders require repurchase at 100% of principal plus accrued interest. Parent waived the requirement that Assertio launch a note offer.
Key facts
- News type
- Debt Financing
- Primary source
- Assertio Holdings, Inc. 8-K (2026-05-18)
Assertio Holdings, Inc. entered into an Agreement and Plan of Merger dated May 13, 2026 with Zydus Worldwide DMCC and Zara Merger Sub Inc. Under it, Zydus Worldwide DMCC would acquire Assertio through a cash tender offer for all outstanding common stock at $23.50 per share, followed by a merger.
The filing says the merger would be a Fundamental Change and a Make-Whole Fundamental Change under the indenture for Assertio's 6.50% Convertible Senior Notes due 2027. Holders could then require repurchase for cash at 100% of principal plus accrued and unpaid interest, and could convert at an increased rate during the make-whole period.
The merger agreement required Assertio to use commercially reasonable efforts to launch a note offer and consent solicitation to repurchase the notes and remove certain restrictive covenants. On May 18, 2026, Parent waived that requirement, the filing says.
Holders would not have those rights if the merger does not close, the filing warns. The filing names no placement agent or advisor for the notes, and the text available does not name the trustee.