Assertio to acquire Spectrum Pharma in all-stock deal with CVRs, 0.1783 exchange ratio

Assertio Holdings, Inc.

Each Spectrum share converts into 0.1783 Assertio shares plus one contingent value right (CVR).
CVRs offer up to $0.20/share total in two milestones: $175M net sales in 2024, $225M in 2025.
Termination fee of $8.3M payable by either party if deal terminated under certain conditions.
Merger expected to close by Oct 24, 2023, subject to stockholder approvals and antitrust clearance.
Spectrum will nominate one board member to Assertio's board effective at closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Assertio Holdings, Inc. entered into Agreement and Plan of Merger with Spectrum Pharmaceuticals, Inc. (effective 2023-04-24).

Action: entry
Agreement: merger
Counterparty: Spectrum Pharmaceuticals, Inc.
Effective: 2023-04-24

Exact text from the filing

On April 24, 2023, Assertio Holdings, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among the Company, Spade Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ Merger Sub ”), and Spectrum Pharmaceuticals, Inc., a Delaware corporation (“ Spectrum ”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Spectrum (the “ Merger ”), with Spectrum surviving such Merger as a wholly owned subsidiary of the Company.

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Assertio Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-049365

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