Zydus to acquire Assertio in all-cash tender offer

Zydus Lifesciences has announced that Zydus Worldwide DMCC (Zydus Worldwide) , a subsidiary of the company has signed a definitive agreement, through its wholly owned acquisition subsidiary Zara Merger Sub Inc., (Zara) with Assertio Holdings, a US-based pharma company focused on specialty and oncology supportive-care therapies, to acquire all outstanding shares of Assertio for $ .50 per share in cash, representing total consideration of approximately $166.4 million on a fully-diluted basis, calculated using the treasury stock method.

The acquisition provides Zydus with an established US specialty oncology commercial platform, anchored by Assertio’s presence in oncology supportive care. Assertio’s portfolio includes ROLVEDON (eflapegrastimxnst), approved as a BLA by USFDA for long-acting GCSF biologic for the prevention of febrile neutropenia in adult cancer patients receiving myelosuppressive chemotherapy. ROLVEDON is administered once per chemotherapy cycle in the oncology supportive care market. Zydus intends to leverage Assertio’s focused commercial infrastructure and oncology relationships to build and expand its specialty oncology presence in the US.

Under the terms of the merger agreement, Zydus will commence a tender offer to acquire all outstanding shares of Assertio common stock. The transaction is structured as a tender offer to be followed by a merger, subject to customary closing conditions, including the tender of shares representing at least a majority of the total number of outstanding shares of Assertio common stock. Following the successful completion of the tender offer, Zydus will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price paid in the tender offer.

The tender offer is expected to commence within five business days following the date of the merger agreement. The transaction is expected to close in the financial year 2026-27, subject to satisfaction of all closing conditions.

Speaking on the development, Dr Sharvil P Patel, MD, Zydus Lifesciences, said, “This transaction represents a strategic step in strengthening our specialty and oncology footprint in the U.S. Assertio brings a focused commercial platform and an approved oncology asset that aligns well with our long-term strategy of building differentiated, durable specialty businesses globally.”

Paul Weiss, Rifkind, Wharton & Garrison LLP is serving legal counsel to Zydus. Moelis & Company LLC is serving as financial advisor to Assertio and Gibson, Dunn & Crutcher LLP is serving as its legal counsel.