Zydus Lifesciences Limited announced that its subsidiary Zydus Worldwide DMCC has signed a definitive agreement to acquire all outstanding shares of Assertio Holdings, Inc., a Nasdaq-listed U.S. specialty pharmaceutical company. The acquisition is being executed through Zydus Worldwide's wholly owned acquisition subsidiary, Zara Merger Sub Inc. The transaction is valued at USD 23.50 per share in cash, representing a total consideration of approximately USD 166.4 million on a fully-diluted basis, calculated using the treasury stock method. The deal has been approved by the Boards of Directors of both Zydus Worldwide and Assertio.

Transaction Structure and Key Terms

The following table summarises the key parameters of the proposed acquisition:

The transaction is structured as a tender offer to be followed by a merger, pursuant to which Zara Merger Sub Inc. will merge with and into Assertio, with Assertio continuing as the surviving corporation. The tender offer is expected to commence within five business days following the date of the merger agreement. The proposed acquisition does not fall within related party transactions, and none of the promoter, promoter group, or group companies have any interest in the proposed acquisition.

About Assertio Holdings and Its Key Asset

Assertio is a U.S.-based specialty pharmaceutical company headquartered in Lake Forest, Illinois, with established commercial capabilities for marketing and distribution of differentiated products. Its primary asset is ROLVEDON® (eflapegrastim-xnst), approved as a BLA by the USFDA as a long-acting G-CSF biologic for the prevention of febrile neutropenia in adult cancer patients receiving myelosuppressive chemotherapy. ROLVEDON® is administered once per chemotherapy cycle in the oncology supportive care market. On April 8, 2026, Assertio completed the sale of certain other products to Cosette Pharmaceuticals Inc. The adjusted turnover for ROLVEDON® — the surviving product — for the past three calendar years is as follows:

Note 1: ROLVEDON® was acquired by Assertio on July 31, 2023; the turnover for CY 2023 is for a period of 5 months.

Strategic Rationale

The proposed acquisition is in line with Zydus's strategic objective of building a specialty oncology company in the U.S. Assertio's commercial infrastructure offers several key advantages:

• 170+ community oncology accounts providing an established market presence
• Buy-and-bill infrastructure offering a ready-made base to build a broader oncology platform
• An approved oncology asset in ROLVEDON® with a growing revenue trajectory
• An immediate U.S. specialty oncology commercial footprint to support portfolio expansion

Dr. Sharvil P. Patel, Managing Director, Zydus Lifesciences Limited, stated: "This transaction represents a strategic step in strengthening our specialty and oncology footprint in the U.S. Assertio brings a focused commercial platform and an approved oncology asset that aligns well with our long-term strategy of building differentiated, durable specialty businesses globally."

Advisors and Regulatory Requirements

The transaction is subject to customary closing conditions, including the tender of shares representing at least a majority of the total number of outstanding shares of Assertio common stock, as well as requisite regulatory approvals. Paul Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to Zydus. Moelis & Company LLC is serving as financial advisor to Assertio, and Gibson, Dunn & Crutcher LLP is serving as its legal counsel. Upon successful completion of the transaction, Assertio will be delisted from Nasdaq.

Zydus Lifesciences Limited has informed the stock exchanges that Mr. Apurva S. Diwanji (DIN: 00032072) has ceased to serve as Director, including in his capacity as Independent Director, effective Tuesday, May 12, 2026. The cessation follows the completion of his tenure and has been disclosed pursuant to Regulation 30 read with Clause 7 of Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the SEBI Master Circular dated January 30, 2026.

Director Cessation Details

The company filed the requisite disclosure with BSE Limited and the National Stock Exchange of India Limited on May 13, 2026. The key details of the change, as per the SEBI Master Circular, are outlined below:

Company's Acknowledgement

Zydus Lifesciences placed on record its sincere appreciation for the valuable contributions made by Mr. Diwanji during his tenure. The company also expressed gratitude for his dedication, integrity, and professional expertise, which enriched its deliberations and decision-making processes. The disclosure was signed by Dhaval N. Soni, Company Secretary and Compliance Officer (Membership No. FCS7063), on May 13, 2026.