Assertio Holdings, Inc. (“Assertio” or the “Company”) (Nasdaq:
ASRT) today announced that on October 28, 2021, the Superior Court
of the State of California for the County of Alameda (the “Court”)
preliminarily approved a settlement agreement (the “Settlement”)
resolving three shareholder derivative lawsuits involving the
Company’s subsidiary, Assertio Therapeutics, Inc. (“Assertio
Therapeutics”). The Settlement was previously disclosed in the
Company’s quarterly report on Form 10-Q for the period ended
September 30, 2021.
The derivative lawsuits have been pending against Assertio
Therapeutics, as a nominal defendant, and certain of its current
and former officers and directors. In accordance with
the Court’s Order Preliminarily Approving Settlement, the Company
is issuing this press release and making disclosure of the
Settlement to its shareholders in the attached Summary Notice of
Shareholder Derivative Litigation, Proposed Settlement, and
Settlement Hearing (“Summary Notice”). The terms of the Settlement
are described in the Summary Notice attached to the end of this
press release.
About Assertio
Assertio is a leading commercial pharmaceutical company bringing
differentiated products to patients. The Company has a robust
portfolio of branded prescription products in three areas:
neurology, hospital and pain and inflammation. Assertio has grown
through business development including licensing, mergers and
acquisitions. To learn more about Assertio, visit
www.assertiotx.com.
Investor Contact
Max NemmersHead, Investor Relations and Administration
investor@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 and can be identified by 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.
Forward-looking statements involve inherent risks and
uncertainties that could cause actual results to differ materially
from those projected or anticipated, including risks related to the
offering. These risks are more fully described in Assertio’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and in other
filings Assertio makes with the SEC from time to time. Investors
and potential investors are urged not to place undue reliance on
forward-looking statements in this communication, which speak only
as of this date. 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. Nothing contained herein constitutes or
will be deemed to constitute a forecast, projection or estimate of
the future financial performance or expected results of
Assertio.
SUMMARY NOTICE OF SHAREHOLDER DERIVATIVE
LITIGATION, PROPOSED
SETTLEMENT, AND SETTLEMENT
HEARING
TO: ALL CURRENT RECORD
HOLDERS AND BENEFICIAL OWNERS OF
COMMON STOCK OF
ASSERTIO HOLDINGS,
INC. (EXCLUDING
DEFENDANTS) AND
THEIR SUCCESSORS-IN-
INTEREST.
PLEASE READ THIS SUMMARY NOTICE
CAREFULLY AND IN ITS
ENTIRETY AS YOUR
RIGHTS MAY BE
AFFECTED BY
PROCEEDINGS IN THE
LITIGATION.
YOU ARE
HEREBY NOTIFIED that a
consolidated shareholder derivative action styled In re Depomed,
Inc. Derivative Litigation, Master File No. RG17877280 (the
“Consolidated Action”) and two related shareholder derivative
actions pending in federal court: (1) Ross v. Fogarty, et al., Case
No. 4:17-cv-06592- JST (N.D. Cal.); and (2) Lutz v. Higgins, et
al., Case No. 1:18-cv-02044-CFC (D. Del.) (together with the
Consolidated Action, the “Actions”), are being settled on the terms
set forth in the Stipulation of Settlement and Release Agreement
dated October 26, 2021 (the “Agreement”). This Summary Notice is
provided by order of the Superior Court of the State of California
for the County of Alameda, Complex Civil Litigation Division (the
“Court”).
The Actions allege claims derivatively on behalf
of Assertio against the Individual Defendants1 for breach of
fiduciary duties, unjust enrichment, abuse of control, gross
mismanagement, corporate waste, and violations of the federal
securities laws. Pursuant to the terms of the Settlement set forth
in the Agreement, Assertio Holdings, Inc. and the Company (as
applicable) agree to adopt and/or maintain certain corporate
governance and other business changes. Certain of the corporate
governance and other business changes, as outlined in the
Agreement, shall be maintained for at least two (2) years after
they are adopted, unless altered in accordance with the mechanisms
provided in the Agreement. The Company also agrees to cause an
award of attorneys’ fees and expenses to be paid to Lead Counsel in
the total amount of $150,000 (the “Fee and Expense Award”), subject
to approval of the Court, out of which Service Awards of $1,000 per
each of the four Lead Plaintiffs will be paid. The Individual
Defendants have denied and continue to deny each and all of the
claims and allegations of wrongdoing asserted in the Actions. This
Summary Notice should be read in conjunction with, and is qualified
in its entirety by reference to, the text of the Agreement.
On December 14, 2021, at 3:00 p.m., a hearing
(the “Settlement Hearing”) will be held at the Superior Court of
the State of California for the County of Alameda, Administration
Building, 1221 Oak St., 4th Floor, Dept. 23, Oakland, California
94612, to determine whether the proposed Settlement on the terms
and conditions provided for in the Agreement is fair, reasonable,
and adequate, including the Fee and Expense Award, and should be
approved; hear and rule on any objections by Current Assertio
Stockholders thereto; and determine whether the Order and Final
Judgment should be entered. The Court has the right to change the
hearing date and to hold the Settlement Hearing telephonically or
by other virtual means. If you are planning to attend the
Settlement Hearing, you should consult the Court’s calendar or the
investor relations section of the Company’s website at
https://investor.assertiotx.com, for any change in date, time or
format of the Settlement Hearing. If you have no objection to the
Settlement, you do not need to appear at the Settlement Hearing or
take any other action.
This Summary Notice provides a condensed
overview of certain provisions of the Agreement with the exhibits
thereto, which was filed with the Court, and the full notice of the
proposed Settlement (the “Notice”). It is not a complete statement
of the events of the Actions or the terms set forth in the
Agreement. Copies of the Agreement with the exhibits thereto and
the Notice are available on the investor relations section of the
Company’s website at https://investor.assertiotx.com. Inquiries
regarding the Actions or proposed Settlement also may be made to
counsel for the Lead Plaintiffs: Timothy Brown, The Brown Law Firm,
P.C., 767 Third Avenue, Suite 2501, New York, NY 10017, (516)
922-5427.
You may enter an appearance before the Court, at
your own expense, individually or through counsel of your choice.
If you want to object at the Settlement Hearing, you must be a
Current Assertio Stockholder. You may also submit a written
objection to the Settlement of the Actions, the proposed Order and
Final Judgment, and/or the proposed Fee and Expense Award.
Any such written objection
to any aspect
of the
Settlement must
be sent by
first class mail
to Lead Counsel for
Plaintiffs no later than November 30, 2021, in accordance
with the procedures set forth in the Agreement and the Notice. Any
objection may not exceed twenty-five (25) pages in length. Any
Current Assertio Stockholder who does not object at the Settlement
Hearing and/or in writing will be bound by the Order and Final
Judgment of the Court granting final approval to the Settlement,
and shall be deemed to have waived the right to object (including
the right to appeal) and forever shall be barred, in this
proceeding or in any other proceeding, from raising such
objection.
______________________________
1 Unless otherwise defined, all capitalized terms used herein
shall have the meanings set forth in the Agreement.
PLEASE DO
NOT CONTACT THE
COURT ORTHE
CLERK’S OFFICE
REGARDING THIS
SUMMARY NOTICE.
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