LAKE FOREST, Ill., Nov. 12, 2021 (GLOBE NEWSWIRE) — 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 Nemmers
Head, Investor Relations and Administration
[email protected]
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 Defendants
1
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
OR
THE
CLERK’S
OFFICE
REGARDING
THIS
SUMMARY
NOTICE.
