Zydus Lifesciences Ltd. has completed the acquisition of Assertio Holdings, Inc., making the US-based pharmaceutical entity a wholly owned subsidiary. The transaction was executed through a cash tender offer followed by a merger, securing full control over Assertio at a purchase price of $23.50 per share. As of the tender offer expiration on June 15, 2026, 4,286,488 shares were validly tendered, representing approximately 66.32% of Assertio’s issued and outstanding shares. The merger was consummated on June 16, 2026, with Assertio continuing as the surviving corporation. Following the completion, Assertio's common stock is no longer listed or traded on the Nasdaq Global Market.

Assertio also announced that the consummation of the merger triggered a "Fundamental Change," a "Make-Whole Fundamental Change," and a "Merger Event" for holders of its 6.50% Convertible Senior Notes due 2027. As a result, noteholders have the right to require the company to repurchase their notes for cash on July 17, 2026, at a price equal to 100% of the principal amount plus accrued and unpaid interest. Alternatively, holders may convert their notes into cash at any time until 5:00 p.m. New York City time on July 16, 2026. The conversion consideration is approximately $382.58 in cash per $1,000 principal amount of notes, based on a conversion rate of 16.2799 shares per $1,000 principal amount.

Transaction Details

Notes Repurchase and Conversion

The acquisition was executed through Zydus's wholly-owned subsidiary, Zara Merger Sub Inc., which was incorporated specifically for this transaction. The strategic move aligns with Zydus's objective to expand its global footprint in the specialty pharmaceutical segment. U.S. Bank Trust Company, National Association, serves as the trustee, paying agent, and conversion agent for the notes.

Zydus Lifesciences has received a warning letter from the United States Food and Drug Administration (USFDA) concerning its Baddi manufacturing facility. The regulatory communication specifically flags issues related to purified talc that does not meet United States Pharmacopeia (USP) standards. Despite the regulatory action, the company has confirmed that its current operations and supplies remain unaffected.

USFDA Warning Letter: Key Details

The warning letter issued by the USFDA to Zydus Lifesciences pertains to the company's Baddi facility. The primary concern raised in the letter relates to purified talc failing to comply with the requisite USP standards. The following table summarizes the key details of the regulatory development:

Company's Clarification on Operational Impact

Zydus Lifesciences has stated that the warning letter does not impact its current operations or supplies. The company's clarification indicates that day-to-day manufacturing and distribution activities at the facility continue without disruption. The specific concern flagged by the USFDA is limited to purified talc not conforming to USP standards, and the company has not indicated any broader operational implications at this stage.

The USFDA warning letter represents a formal regulatory communication requiring the company to address the identified compliance gaps. Such letters typically necessitate a written response from the company outlining corrective and preventive actions to resolve the cited observations.