Assertio Therapeutics Announces Offer to Purchase All of Its Issued and Outstanding 2.50% Senior Convertible Notes Due 2021 ...
March 11 2020 - 1:01AM
Assertio Therapeutics, Inc. (“Assertio” or the “Company”) (NASDAQ:
ASRT), today announces that it has commenced cash tender offers
(the “Offers”) to purchase any and all of the outstanding
$42,465,000 in aggregate principal amount of its 2.50% Senior
Convertible Notes due 2021 (CUSIP: 249908AA2) and $34,522,000 of
its 5.00% Senior Convertible Notes due 2024 (CUSIP: 04545LAA5)
(together, the “Notes”). The Offers are being made on the terms and
subject to the conditions set forth in an Offer to Purchase dated
March 11, 2020 (the “Offer to Purchase”) and are scheduled to
expire at 11:59 p.m., New York City time, on April 7, 2020 unless
extended by the Company (the “Expiration Time”). Holders of the
Notes who have tendered (and not validly withdrawn) their Notes at
or prior to the Expiration Time will be entitled to receive in cash
$995 per $1,000 principal amount of Notes validly tendered (and not
validly withdrawn), plus accrued and unpaid interest on such Notes
up to, but not including, the date the Offers are settled which is
expected to be promptly following the expiration of the Offers.
The Company will fund any purchases of Notes
pursuant to the Offers from available cash on hand. The Offers are
not conditional upon any minimum number of Notes being deposited,
but are subject to various other conditions as detailed in the
Offer to Purchase. Holders of Notes may validly withdraw their
deposited Notes prior to 11:59 p.m., New York City time, on April
7, 2020.
To help facilitate the Offers, Assertio has
retained SunTrust Robinson Humphrey, Inc. to act as dealer manager
and Global Bondholder Services Corporation to act as information
and tender agent.
Holders of Notes who have questions with respect to
the Offers, or require any assistance with respect to the Offers,
including how to deposit Notes pursuant to the Offers,
may contact Global Bondholder Services Corporation by
telephone at (866) 807-2200 (toll-free in North America) or by
email at contact@gbsc-usa.com or SunTrust Robinson Humphrey, Inc.
at (404) 926-5675.
The Company is making the Offers only by, and
pursuant to, the terms of the Offer to Purchase. None of
Assertio, SunTrust Robinson Humphrey, Inc., Global Bondholder
Services Corporation, or any of their respective affiliates makes
any recommendation to any holder of Notes as to whether to deposit
or refrain from depositing all or any portion of their Notes under
the Offers. Noteholders must make their own decisions as to whether
to deposit or refrain from depositing their Notes, and, if
deposited, the amount of their Notes to deposit thereunder.
Noteholders are strongly urged to review and evaluate
carefully all information in the Offer to Purchase, to consult
their own financial, tax and legal advisors, and to make their own
decisions as to whether to deposit Notes pursuant to the Offers
and, if deposited, what principal amount of Notes to deposit.
Noteholders should carefully consider the income tax consequences
of accepting the Offers and depositing Notes pursuant to the
Offers.
This news release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction. In any jurisdiction in which the securities laws or
blue sky laws require the Offers to be made by a licensed broker or
dealer, the Offers will be deemed to be made on behalf of the
Company by one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
About Assertio Therapeutics, Inc.
Assertio Therapeutics is committed to providing responsible
solutions to advance patient care in the Company’s core areas of
neurology, orphan and specialty medicines. Assertio currently
markets two FDA-approved products and continues to identify,
license and develop new products that offer enhanced options for
patients that may be underserved by existing therapies. To learn
more about Assertio, visit www.assertiotx.com.
"Safe Harbor" Statement Under the Private
Securities Litigation Reform Act of 1995
This news release contains forward-looking
statements. Words such as "anticipates," "estimates," "expects,"
"projects," "forecasts," "intends," "plans," "will," "believes" and
words and terms of similar substance used in connection with any
discussion identify forward-looking statements. These
forward-looking statements are based on management's current
expectations and beliefs about future events and are inherently
susceptible to uncertainty and changes in circumstance These
statements involve inherent risks and uncertainties that could
cause actual results to differ materially from those projected or
anticipated, including risks related to the proposed purchase
transactions and other risks outlined in Assertio’s public filings
with the Securities and Exchange Commission, including Assertio’s
most recent annual report on Form 10-K. All information provided in
this news release speaks as of the date hereof. Except as otherwise
required by law, Assertio undertakes no obligation to update or
revise its forward-looking statements.
Investor and Media Contact: Dan
Peisert Senior Vice President and Chief Financial
Officerdpeisert@assertiotx.com
SOURCE Assertio Therapeutics, Inc.
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