Overview

The Assertio lawsuit, currently pending in state court in Lake County, Illinois, alleges that the Registration Statement for the Merger contained untrue statements of material fact and omitted to disclose material facts.  Specifically, the Registration Statement for the Merger: (1) overstated the strength of Indocin to Assertio’s business; (2) downplayed the risk of generic competition to Indocin, despite multiple companies developing generic alternatives of the drug; and (3) misrepresented the Merger’s benefits to Assertio shareholders based on the addition of Rolvedon to the Company’s product portfolio.

On July 31, 2023, Assertio and Spectrum closed the Merger, issuing approximately 38 million shares of common stock at a price of $5.69 per share to shareholders of Spectrum, valued at approximately $248 million.

Shortly after the merger, on August 3, 2023, investors learned that the U.S. Food and Drug Administration (“FDA”) gave another biopharmaceutical company a 180-day exclusivity period to market its generic competitor to Indocin.  In response, Assertio “withdr[ew] its 2023 financial outlook to assess to the recent news of a generic indomethacin suppository.” 

Then, on November 8, 2023, Assertio announced its financial and operation results for the third quarter of fiscal year 2023, revealing that Rolvedon sales were only $7.1 million – far off pace from the $46 million that Assertio projected for the second half of the 2023 fiscal year.  In a related earnings call, Defendants admitted that “[o]ur third quarter results were disappointing, with the loss of Indocin exclusivity and Rolvedon results below expectations driving significant charges to our net income.”  And further proving the Merger would not confer upon Assertio the benefits touted in the Registration Statement, Defendants conceded that “certain aspects of [the Merger] may not be everything [we] initially expected.”

On this news, the price of Assertio stock fell 43.2% to close at $1.21 per share on November 9, 2023.

On the date the Assertio lawsuit was filed, Assertio stock closed at $1.00 per-share, representing an approximately 82% decline from Assertio’s trading price on the date of the Merger.