8-K
filed August 1, 2023, 7:59 PM ET
ticker ASRT
CIK 0001808665
M&A
confidence high
sentiment positive
materiality 0.80
Assertio Holdings, Inc. (ASRT): M&A transaction — Assertio closes acquisition of Spectrum Pharmaceuticals; expects accretion in 2024
Assertio Holdings, Inc.
- Acquisition of Spectrum closed July 31, 2023; each Spectrum share converted into 0.1783 Assertio shares plus one CVR worth up to $0.20.
- Jeffrey Vacirca, MD, FACP, appointed to Assertio's board as independent director effective at closing.
- Transaction expected to be significantly accretive to Assertio's adjusted EPS and operating cash flow in 2024.
- Stockholders of both companies approved the deal; updated guidance to be provided on August 3 Q2 earnings call.
- Deal combines Assertio's digital sales with Spectrum's ROLVEDON commercial team to enhance market access.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Vacirca, MD, FACP was appointed as Director at Assertio Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
As of the Effective Time and in accordance with the Merger Agreement, the Company’s Board of Directors (the “Board”) voted to increase the size of the Board from five directors to six directors and appointed Jeffrey Vacirca, MD, FACP to the Board.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Assertio Holdings, Inc. completed an acquisition involving Spectrum Pharmaceuticals, Inc. for 0.1783 of a fully paid and non-assessable share of Company Common Stock and one CVR representing a contractual right to receive future conditional payments wort (closed 2023-07-31).
- Action
- acquisition
- Counterparty
- Spectrum Pharmaceuticals, Inc.
- Consideration
- 0.1783 of a fully paid and non-assessable share of Company Common Stock and one CVR representing a contractual right to receive future conditional payments wort
- Closing
- 2023-07-31
Exact text from the filing
ompany (“Merger Sub”), and Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Spectrum”). On July 27, 2023, the Company held a virtual
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Assertio Holdings, Inc. shareholders approved Adjournment of the Special Meeting to solicit additional proxies if there are insufficient votes.
- Outcome
- passed
Exact text from the filing
The stockholders approved the proposal to adjourn the Special Meeting to solicit additional proxies if there are insufficient votes to approve the Assertio share issuance proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to Assertio stockholders as follows: FOR AGAINST ABSTAIN 28,787,617 4,008,573 86,978
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Assertio Holdings, Inc. shareholders approved Approval of the Share Issuance (issuance of shares to Spectrum stockholders in connection with the Merger).
- Proposal
- merger approval
- Outcome
- passed
Exact text from the filing
The stockholders approved the issuance of shares of the Company’s common stock to Spectrum stockholders in connection with the Merger (including such shares issued as payment under the non-tradeable contingent value rights) (the “Assertio share issuance proposal”) as follows: FOR AGAINST ABSTAIN 28,898,637 3,912,936 71,595
View on SEC.gov
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