LAKE FOREST, Ill., May 20, 2020 /PRNewswire/ -- Assertio
Holdings, Inc., the successor issuer to Assertio Therapeutics,
Inc., ("Assertio" ) (NASDAQ: ASRT)
announced the closing of the merger with Zyla Life Sciences. The
combined company (the "Company") will operate under the Assertio
name and trade on Nasdaq under the ticker ASRT.
The merger creates a growing commercial pharmaceutical company
with neurology, inflammation and pain products. The Company
now has a differentiated portfolio of non-steroidal
anti-inflammatory drugs (NSAIDs) commonly used by neurologists,
orthopedic surgeons, internists, women's health providers,
podiatrists, pain care specialists and urologists. All eight
products are branded, FDA-approved products and will be managed by
the Company's newly formed and highly experienced commercial
team.
Anticipated Strategic and Financial Benefits of the
Merger
- Pro forma 2019 net product sales of approximately $128 million1
- Projected pro forma 2020:
-
- Non-GAAP adjusted EBITDA margin of greater than 25 percent
- Upwards of $40 million in cost
synergies expected, in addition to Assertio's previously announced
anticipated $15 million in cost
synergies due to acceleration of cost savings initiatives
- Complementary products expected to result in leading portfolio
of NSAIDs
- Positioned to take advantage of current trend toward non-opioid
pain products
- Projected mid to high-single digit revenue growth for 2020
- Holding company is expected to have net debt to EBITDA leverage
of two times
- Positions the Company to add differentiated products through
acquisitions and partnerships
"With the completion of this merger, we are on track to be a
leading specialty pharmaceutical company," said Todd Smith, incoming president and CEO of
Assertio. "I am excited to lead the talented team that has worked
so hard to grow both businesses and remain dedicated to creating
the new Assertio during this challenging time. Thank you to
everyone who has seen this transaction through to close. This is
just the beginning of an exciting growth opportunity for our
employees, the patients we serve and the investors who support our
path to value creation. We look forward to updating you on our
progress and path forward on our second quarter earnings
call."
With this merger closed, the Company has a board composed of
nine directors. Six directors from the pre-merger Assertio board,
including Arthur Higgins, the
non-executive chairman, Heather L.
Mason, William T. McKee,
Peter D. Staple, James L. Tyree and David
E. Wheadon. In addition, Todd N.
Smith, Timothy P. Walbert,
the lead independent director, and Andrea
Heslin Smiley joined from the Zyla board.
Advisors
Stifel acted as the exclusive financial
advisor to Assertio and Gibson, Dunn & Crutcher LLP acted as
its legal counsel. MTS acted as the exclusive financial advisor to
Zyla and Dechert LLP acted as its legal counsel.
Non-GAAP Information
This press release includes
estimated non-GAAP adjusted EBITDA margin and non-GAAP net debt to
EBITDA leverage, each, a non-GAAP financial measure. The Company
believes these non-GAAP financial measures not only provide the
Company's management with comparable financial data for internal
financial analysis but also provide meaningful supplemental
information to investors. Specifically, these non-GAAP financial
measures enable investors to better understand the anticipated
performance of the business and facilitate a meaningful evaluation
of the Company's preliminary estimate for non-GAAP adjusted EBITDA
margin and non-GAAP net debt to EBITDA leverage for 2020. These
non-GAAP measures should be considered a supplement to, and not as
a substitute for or superior to, financial measures calculated in
accordance with GAAP. No reconciliation of estimated non-GAAP
adjusted EBITDA margin or non-GAAP net debt to EBITDA leverage is
provided in this press release because some of the excluded
information is not yet ascertainable or accessible and the Company
is unable to quantify certain amounts that would be required to be
included in the most directly comparable GAAP financial measures
without unreasonable efforts.
About Assertio
Assertio is a leading specialty
pharmaceutical company bringing differentiated products to
patients. The Company has a robust portfolio of branded
prescription neurology, inflammation and pain medications. Assertio
has grown through business development including acquisitions,
licensing and mergers. The Company seeks to leverage its commercial
excellence to be the partner of choice. To learn more about
Assertio, visit www.assertiotx.com.
Forward Looking Statements
Statements in this
communication that are not historical facts are forward-looking
statements that reflect Assertio's current expectations,
assumptions and estimates of future performance and economic
conditions. These forward-looking statements are made in reliance
on the safe harbor provisions of Section 27A of the Securities Act
of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements relate to, among other things, future events or the
future performance or operations of Assertio. All statements other
than historical facts may be forward-looking statements; words such
as "anticipate," "believe," "could," "design," "estimate,"
"expect," "forecast," "goal," "guidance," "imply," "intend," "may",
"objective," "opportunity," "outlook," "plan," "position,"
"potential," "predict," "project," "prospective," "pursue," "seek,"
"should," "strategy," "target," "would," "will," "aim" or other
similar expressions that convey the uncertainty of future events or
outcomes are used to identify forward-looking statements. Such
forward-looking statements are not guarantees of future performance
and are subject to risks, uncertainties and other factors, some of
which are beyond the control of Assertio. Factors that could cause
Assertio's actual results to differ materially from those implied
in the forward-looking statements include: (1) risks related to
disruption of management time from ongoing business operations due
to the integration of the merger with Zyla Life Sciences (the
"Merger"); (2) unexpected costs, charges or expenses resulting from
the Merger; (3) the ability of the Assertio to retain key
personnel; (4) potential adverse changes to business relationships
resulting from the Merger; (5) the combined company's ability to
achieve the growth prospects and synergies expected from the
transaction, as well as delays, challenges and expenses associated
with integrating the combined company's existing businesses; (6)
negative effects of the Merger on the market price of Assertio's
common stock, credit ratings and operating results; (7)
legislative, regulatory and economic developments, including
changing business conditions in the industries in which Assertio
operates; (8) Assertio's ability to successfully pursue business
development, strategic partnerships, and investment opportunities
to build and grow for the future; (9) the commercial success and
market acceptance of Assertio's products; (10) coverage of our
products by payors and pharmacy benefit managers; (11) our ability
to execute on our sales and marketing strategy, including
developing relationships with customers, physicians, payors and
other constituencies; (12) the entry of any generic products for
any of our products; (13) the outcome of our opioid-related
investigations, our opioid-related litigation brought by state and
local governmental entities and private parties, and our insurance,
antitrust and other litigation, and the costs and expenses
associated therewith; (14) Assertio's estimates regarding expenses,
future revenues, capital requirements and needs for additional
financing; (15) Assertio's ability to generate sufficient cash flow
from its business to make payments on its indebtedness, Assertio's
ability to restructure or refinance its indebtedness and Assertio's
compliance with the terms and conditions of the agreements
governing its indebtedness; (16) compliance or non-compliance with
legal and regulatory requirements related to the development or
promotion of pharmaceutical products in the U.S.; (17) Assertio's
plans to acquire, in-license or co-promote other products, and/or
acquire companies; (18) Assertio's ability to raise additional
capital, if necessary; (19) Assertio's ability to successfully
develop and execute its sales and marketing strategies; (20)
variations in revenues obtained from collaborative agreements; (21)
Assertio's collaborative partners' compliance or non-compliance
with obligations under its collaboration agreements; (22) the
ability of Assertio's common stock to regain compliance with
Nasdaq's minimum closing bid requirement of at least $1.00 per share; (23) the impact of Zyla's
bankruptcy and acquisition of products from Iroko Pharmaceuticals;
(24) obtaining and maintaining intellectual property protection for
our products; (25) our ability to operate our business without
infringing the intellectual property rights of others; (26) the
outcome of any other litigation in which we are or may be involved;
(27) the impact of disasters, acts of terrorism or global
pandemics; (28) general market
conditions; and other risks listed in Assertio's filings with the
United States Securities and Exchange Commission ("SEC"). These
risks are more fully described in the joint proxy
statement/prospectus filed with the SEC in connection with the
Merger and Assertio's Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q filed with the SEC and in other filings
Assertio makes with the SEC from time to time. While Assertio may
elect to update these forward-looking statements at some point in
the future, it specifically disclaims any obligation to update or
revise any forward-looking-statements contained in this press
release whether as a result of new information or future events,
except as may be required by applicable law.
Investor and Media Contact:
Dan Peisert
Senior Vice President and Chief Financial Officer
dpeisert@assertiotx.com
1 Combined company pro forma results includes 2019
Cambia and Zipsor net product sales and 2019 Zyla net product
sales, as if the transaction had occurred on January 1, 2019
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SOURCE Assertio