Assertio Provides Response to Letter from Short-seller

Rhea-AI Summary

Assertio Holdings (NASDAQ: ASRT) has issued a response to allegations made by short-seller Alex Parker of Buxton Hemsley Group. CEO Brendan O'Grady strongly refuted claims about Rolvedon's safety and the company's accounting practices, stating they are false and baseless. The company revealed that Parker, who initially positioned himself as an activist investor, attempted to negotiate payment of his legal fees in exchange for dropping his activist activities. After unsuccessful attempts to extract money and a board position, Parker has now shifted to a short-selling position. Assertio is considering legal and regulatory action in response.

Positive

• None.

Negative

• Company facing allegations regarding safety and approval of key product Rolvedon
• Dealing with accusations about accounting practices related to Spectrum merger
• Management resources being diverted to address short-seller claims
• Potential legal proceedings may result in additional costs

Insights

Legal & Compliance Expert

This response to short-seller allegations represents a significant development for Assertio. The CEO's forceful rebuttal addresses two critical areas: Rolvedon's BLA approval integrity and accounting practices related to the Spectrum merger. The short-seller's transition from activist investor to short position, after failed attempts to extract concessions, suggests potential market manipulation.

The company's consideration of legal and regulatory action against the short-seller could lead to regulatory investigations and litigation costs. However, the timing of this response before Q3 earnings demonstrates management's confidence in their position and commitment to transparency. The thorough professional review of Rolvedon's BLA and confirmation of proper accounting practices provide strong defensive positions against the allegations.

Financial Analyst

The market impact of this short-seller dispute extends beyond immediate stock volatility. Key considerations include:

• The short-seller's assets under management ($3 million) suggests minimal institutional backing
• The company's defense of its Spectrum merger accounting practices is important for financial statement credibility
• The timing ahead of Q3 earnings indicates management's confidence in their financial position

The unsuccessful attempt to extract board representation and legal fees before shifting to a short position weakens the credibility of the allegations. However, the company must now allocate resources to address these claims, potentially impacting short-term operational focus.

Claims about Rolvedon and Assertio’s Accounting Practices are False and Baseless

Short-seller’s Press Release is Another Improper Attempt to Enrich Himself at Assertio’s Expense

Company Considering Taking Legal and Regulatory Action

LAKE FOREST, Ill., Nov. 11, 2024 (GLOBE NEWSWIRE) -- Assertio Holdings, Inc. (“Assertio” or the “Company”) (Nasdaq: ASRT), a pharmaceutical company with comprehensive commercial capabilities offering differentiated products to patients, today issued the following letter from Chief Executive Officer Brendan O’Grady in response to public comments made November 8, 2024 by a short-seller:

To the members of the investment community,

As many of you have been aware, Mr. Alex Parker, who operates Buxton Hemsley Group, Inc. (an investment advisor reporting $3 million in regulatory assets under management), announced his position as an activist investor in Assertio in April prior to my joining as CEO. Over the course of the past six months, Mr. Parker has wasted management and the board’s resources with the same repeated and baseless allegations. His allegations were nevertheless taken seriously by Assertio and were investigated only to be found completely without merit.

Specifically, Mr. Parker made categorically false allegations concerning the safety and approval of Rolvedon and Assertio’s accounting practices. First, the Rolvedon BLA was fully reviewed by multiple professional firms who had access to the allegations made by the purported whistleblowers. Second, as Assertio has previously disclosed, the accounting charges for intangible asset impairments following the Spectrum merger were made in accordance with clear accounting principles. These facts have been communicated with the relevant details to Mr. Parker multiple times.

After six months of unsuccessful attempts to extract money and a board position from Assertio, Mr. Parker, through his lawyers, contacted our legal team and proposed that Assertio pay his legal fees in exchange for dropping his activist activities.   Our legal team asked BHG’s counsel to put his offer on paper for our board to review and discuss.  That was two weeks ago and an offer from Mr. Parker never came.

Instead, this past Friday, November 8, Mr. Parker shifted tactics, again releasing a number of false statements and baseless allegations against the company. At the same time, he stated he moved from activist investor to a short seller of our stock.   We are reviewing all legal options, including referring Mr. Parker to the appropriate regulatory and enforcement authorities.  We will continue to vigorously refute these baseless assertions against Assertio.

I want to assure you that I am confident that there has been no wrongdoing on the part of Assertio.  I look forward to our Q3 earnings release and call later today and to putting this distraction behind us so we can focus on our mission to grow Assertio and deliver value to the patients we serve as well as all of our stakeholders.

Sincerely,

Brendan O’Grady
Chief Executive Officer and Board Member
Assertio Holdings, Inc.

About Assertio

Assertio is a commercial pharmaceutical company with comprehensive commercial capabilities offering differentiated products to patients. We have built our commercial portfolio through acquisition or licensing of approved products. Our commercial capabilities include marketing through both a sales force and a non-personal promotion model, market access through payor contracting, and trade and distribution. 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, 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, including risks related to the subject matter of this communication and our ability to realize the benefits from our operating model, deliver or execute on our business strategy, including to expand or diversify our asset base and market reach and drive cash flows and growth, successfully integrate new assets, and explore new business development initiatives. 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 and 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, including the risks described in Assertio’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) 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.

Investor Contact

Matt Kreps, Managing Director
Darrow Associates
M: 214-597-8200
mkreps@darrowir.com

FAQ

What allegations did short-seller Alex Parker make against Assertio (ASRT)?

Alex Parker made allegations concerning the safety and approval of Rolvedon and Assertio's accounting practices related to intangible asset impairments following the Spectrum merger.

How did Assertio (ASRT) respond to the short-seller's allegations on November 11, 2024?

Assertio strongly denied all allegations, stating they were investigated and found to be without merit. The company is considering legal and regulatory action against the short-seller.

What did the short-seller demand from Assertio (ASRT) before publishing allegations?

The short-seller attempted to extract money and a board position from Assertio, and later proposed that Assertio pay his legal fees in exchange for dropping his activist activities.