🧾 What This Document Is

This is a formal Solicitation/Recommendation Statement (a Schedule 14D-9C). Think of it as an official company announcement to its shareholders. Its purpose is to formally state the Board of Directors' recommendation regarding a proposed buyout of the company. It's not the offer itself, but the company's official response and guide to the process.

👉 In simple terms: Assertio's board is officially telling shareholders, "Here's the buyout offer we received, here's our recommendation, and here's what you need to know next."

🏢 The Companies Involved

• Assertio Holdings, Inc. (ASRT): The company being acquired. They are a specialty pharmaceutical company.
• Garda Therapeutics, Inc. ("Parent") & Audi Merger Sub, Inc. ("Purchaser"): The buying entities. Garda is the acquiring company, and Audi is a subsidiary created just to carry out this specific merger.

👉 The Deal Structure: Garda will first make a direct cash offer to buy all Assertio shares. If successful, Audi will then merge into Assertio, with Assertio continuing as a new, wholly-owned division of Garda.

💰 The Offer Price: $18.00 + A Potential Bonus

Shareholders are being offered $18.00 per share in cash. But that's not all. They will also receive one Contingent Value Right (CVR) per share.

• What's a CVR? It's like a coupon that could pay out extra cash later if certain future conditions are met (related to the company's performance or assets). The exact details are in a separate "CVR Agreement."
• The Total Package: The "$18.00 plus one CVR" together is called the "Offer Price."

👉 Why it matters: The $18.00 is the guaranteed cash you get now. The CVR is a potential, but not guaranteed, future payment that could increase your total return.

📅 The Process & Timeline

1. Tender Offer First: Garda will launch a formal cash "tender offer" to all shareholders within 10 business days of the agreement (which was signed April 8, 2026).
2. Shareholder Decision: Shareholders will then decide whether to "tender" (sell) their shares at the $18.00 price during the offer period.
3. Merger After: If enough shares are tendered, the companies will complete the full merger, where Assertio becomes part of Garda.

👉 This two-step process (offer then merger) is a common and efficient way to take a public company private.

📜 Official Recommendation & Key Details

The document incorporates by reference key details from an 8-K/A report filed on April 9, 2026. This likely contains the full merger agreement and the board's detailed reasons for approving the deal.

While the full board recommendation isn't quoted in this snippet, the very existence of this filing, combined with the signed agreement, strongly signals the board supports the transaction and will recommend shareholders tender their shares.

👉 Action for Shareholders: When the official offer documents are filed, shareholders must read them carefully to understand all terms before deciding to sell.

⚖️ What This Signals: Strengths & Risks

• 👍 Strength / Positive Signal: A $18.00 per share cash offer provides a clear, immediate exit for investors. The board's agreement suggests they believe this is a fair price and the best path forward.
• ⚠️ Risk / Uncertainty: The CVR's future value is unknown and not guaranteed. The deal is still subject to conditions (like enough shareholders tendering their shares). If the deal fails, the stock price could drop significantly.

🌍 Why This Matters To You As A Shareholder

This is a pivotal moment. You are being presented with a concrete cash exit price for your investment. You need to decide: Is $18.00 plus a potential CVR a good deal compared to holding the stock for an uncertain future on your own? The coming weeks will be crucial as you review the official tender offer materials.

🧠 The Analogy

Imagine you own a house. A developer offers you $180,000 in cash today for it, plus a promise that if they later find valuable minerals on the property, you'll get a small percentage of that finding (the CVR). You and your co-owners (the board) have agreed the initial price is fair. Now, you all must individually decide whether to take the sure cash or gamble on staying put in hopes of a higher future value on your own.

🧩 Final Takeaway

Assertio Holdings has agreed to be acquired by Garda Therapeutics. Shareholders are facing a decision: accept a guaranteed $18.00 per share in cash now, along with a speculative future bonus (CVR), or remain invested in an uncertain future as a standalone company. The next step is for Garda to launch its official cash offer.