Assertio Holdings, Inc. (NasdaqCM : ASRT) entered into a letter of intent to acquire Spectrum Pharmaceuticals, Inc. (NasdaqGS : SPPI) on February 18, 2023. Assertio Holdings, Inc. entered into a definitive agreement to acquire Spectrum Pharmaceuticals, Inc. for approximately $250 million on April 24, 2023. Under the terms of the agreement, at closing, Spectrum stockholders will receive a fixed exchange ratio of 0.1783 shares of Assertio common stock for each share of Spectrum common stock they own, implying an upfront value of $1.14 per Spectrum share (approximately $248 million) based on Assertio?s stock price on April 24, 2023 and an initial 65% premium to Spectrum?s closing price on such date. Additionally, Spectrum stockholders will receive one CVR per Spectrum share entitling them to receive up to an additional $0.20 per share in total (approximately $43 million), payable in cash or stock at Assertio's election, for $1.34 (approximately $291 million), a total potential premium of 94%. Subject to adjustments, each CVR shall represent the right to receive $0.10 payable upon ROLVEDON net sales (less certain deductions) achieving $175 million during the calendar year ending December 31, 2024, and $0.10 payable upon ROLVEDON net sales (less certain deductions) achieving $225 million during the calendar year ending December 31, 2025. Following the close of the transaction, Assertio stockholders will own approximately 65% of the combined company, and Spectrum stockholders will own approximately 35%, on a fully diluted basis. Under the Merger Agreement, Spectrum and the Company will be required to pay a termination fee to the other party equal to $8,300,000.

The transaction is subject to approval by Assertio and Spectrum stockholders, Hart-Scott-Rodino Antitrust Improvements Act of 1976, the approval for listing by Nasdaq SM of the shares of Assertio common stock to be issued to Spectrum stockholders in the Merger, the effectiveness of the registration statement on Form S-4, to obtain all required regulatory approvals and the satisfaction of customary closing conditions. The transaction, which has been approved by the boards of directors of both companies. The transaction is expected to close in the third quarter of 2023. Transaction Expected to Be Accretive to Assertio?s Adjusted EPS and Operating Cash Flow in 2024. As of July 27, 2023, the transaction has received the approval from stockholders of Assertio Holdings and the stockholders of Spectrum Pharmaceuticals.

Guggenheim Securities, LLC is acting as financial advisor to Spectrum, and Barbara L. Becker and Saee Muzumdar of Gibson, Dunn & Crutcher LLP is serving as legal counsel to Spectrum. SVB Securities and H.C. Wainwright & Co. are acting as financial advisors to Assertio, and Latham & Watkins LLP is serving as legal counsel to Assertio. Guggenheim Securities, LLC acted as fairness opinion provider to the board of Spectrum.

Assertio Holdings, Inc. (NasdaqCM : ASRT) completed the acquisition of Spectrum Pharmaceuticals, Inc. (NasdaqGS : SPPI) on July 31, 2023. As part of the closing, Assertio also announced the appointment of Jeffrey Vacirca, to its Board of Directors. Vacirca qualifies as an independent director under Nasdaq rules.