31AUG201819403718 Before Casting Your Vote
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31AUG201819403718 April 20, 2020 ASSERTIO LETTER TO STOCKHOLDERS MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Assertio Therapeutics, Inc. (‘‘Assertio Therapeutics’’ or ‘‘Assertio’’) entered into an Agreement and Plan of Merger dated as of March 16, 2020, which is referred to in this Joint Proxy Statement/Prospectus as the ‘‘Merger Agreement,’’ with Zyla Life Sciences (‘‘Zyla’’) and certain wholly-owned subsidiaries of Assertio formed to effectuate the Merger Agreement. Pursuant to the Merger Agreement and through a series of transactions described in this Joint Proxy Statement/Prospectus and referred to as the ‘‘Merger,’’ Zyla and Assertio will become wholly-owned subsidiaries of Assertio Holdings, Inc. (‘‘Assertio Holdings’’), with Assertio Holdings assuming Assertio’s listing on the Nasdaq Stock Market. The Merger Agreement is attached as Annex A to this Joint Proxy Statement/Prospectus and is incorporated into this Joint Proxy Statement/Prospectus by reference. This Joint Proxy Statement/Prospectus describes the Merger Agreement, the Merger and the transactions related to the Merger in detail and provides information concerning the annual meeting of Assertio stockholders (the ‘‘Assertio Annual Meeting’’). At the effective time of the Merger (the ‘‘Effective Time’’), each issued and outstanding share of common stock, $0.001 par value per share, of Zyla (‘‘Zyla Common Stock’’) will be converted into the right to receive 2.5 shares of common stock, $0.0001 par value per share, of Assertio Holdings (‘‘Assertio Holdings Common Stock’’). The exact amount of stock consideration to be received in the Merger in exchange for shares of Zyla Common Stock cannot be determined until the Effective Time. See ‘‘The Agreement and Plan of Merger—Consideration in the Merger’’ in Chapter I of this Joint Proxy Statement/Prospectus on page 161. Assertio’s board of directors has unanimously approved the Merger Agreement, the Merger and the issuance of shares of Assertio Holdings Common Stock in the Merger. The issuance of shares of Assertio Holdings Common Stock in the Merger requires the approval of a majority of the outstanding shares of common stock, $0.0001 par value per share, of Assertio (‘‘Assertio Common Stock’’) present at the Assertio Annual Meeting and entitled to vote on the matter (Assertio Proposal 1 in this Joint Proxy Statement/ Prospectus). Assertio stockholders will vote at the Assertio Annual Meeting on May 19, 2020, at 1:00 p.m., Central Time. In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, Assertio’s board of directors has determined that the Assertio Annual Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health of Assertio stockholders, Assertio’s board of directors and the Assertio management team. Assertio stockholders or their proxyholder will be able to attqend the Assertio Annual Meeting online, vote and submit questions by visiting https://www.cstproxy.com/assertiotx/2020 and using a control number assigned by Continental Stock Transfer. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the enclosed Joint Proxy Statement/Prospectus. Before casting your vote, please take the time to review carefully this Joint Proxy Statement/Prospectus, including the section entitled ‘‘Risk q Factors’’ in Chapter I of this Joint Proxy Statement/Prospectus beginning on page 34. Your vote is very important regardless of the number of shares you hold. Our board of directors recommends that you vote ‘‘FOR’’ the approval of the issuance of shares of Assertio Holdings Common Stock in the Merger. Arthur J. Higgins President and Chief Executive Officer Assertio Therapeutics, Inc. Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the securities to be issued under this Joint Proxy Statement/Prospectus or determined if this Joint Proxy Statement/Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. This Joint Proxy Statement/Prospectus is dated April 20, 2020 and is first being mailed to Assertio stockholders and Zyla stockholders on or about April 20, 2020. 31AUG201819403718 ASSERTIO THERAPEUTICS, INC. 100 SOUTH SAUNDERS ROAD, SUITE 300 LAKE FOREST, ILLINOIS 60045 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Online Meeting Only—https://www.cstproxy.com/assertiotx/2020 To Be Held on May 19, 2020 1:00 p.m. Central Time To the stockholders of Assertio Therapeutics, Inc.: Notice is hereby given that the Annual Meeting of Stockholders of Assertio Therapeutics, Inc., a Delaware corporation (‘‘Assertio’’), will be held at on May 19, 2020 at 1:00 p.m., Central Time (the ‘‘Assertio Annual Meeting’’). In light of ongoing developments related to coronavirus (COVID-19), and the related protocols that federal, state and local governments have implemented, Assertio’s board of directors has determined that the Assertio Annual Meeting will be a virtual meeting conducted exclusively via live webcast. Assertio’s board of directors believes that this is the right choice for Assertio and Assertio’s stockholders at this time, as it permits stockholders to attend and participate in the Assertio Annual Meeting while safeguarding the health of Assertio stockholders, Assertio’s board of directors and the Assertio management team. We are committed to ensuring that Assertio stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You can attend the meeting by visiting https://www.cstproxy.com/assertiotx/2020 where you will be able to listen to the meeting live, submit questions and vote online. To participate in the virtual meeting, you will need the 16-digit control number assigned by Continental Stock Transfer included on your proxy card or voting instruction form. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the enclosed Joint Proxy Statement/Prospectus. The meeting webcast will begin promptly at 1:00 p.m., Central Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 12:30 p.m., Central Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the Assertio Annual Meeting please call (917) 262-2373 for assistance. For additional information on how you can attend and participate in the virtual Assertio Annual Meeting, please see the instructions beginning on page 206 of the attached Joint Proxy Statement/Prospectus. Because the Assertio Annual Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend. Assertio is holding the meeting for the following purposes, as more fully described in the accompanying Joint Proxy Statement/Prospectus: 1. To approve the issuance of shares of common stock, $0.0001 par value per share, of Assertio Holdings, Inc. (‘‘Assertio Holdings Common Stock’’) in connection with the Merger with Zyla Life Sciences, as described in greater detail in Chapter I of this Joint Proxy Statement/ Prospectus. 2. To elect the nine directors of Assertio named in the attached Joint Proxy Statement/ Prospectus to serve until the 2021 Annual Meeting of Stockholders, or until their successors are duly elected and qualified. 3. To approve an increase in the number of shares available for issuance under Assertio’s Amended and Restated 2014 Omnibus Incentive Plan, a copy of which is attached as Annex G to this Joint Proxy Statement/Prospectus. If the proposal to issue stock in connection with the Merger (Proposal 1) is not approved, the proposal to increase the number of shares available under Assertio’s Amended and Restated 2014 Omnibus Incentive Plan will be automatically withdrawn. 4. To approve an increase in the number of shares available for issuance under Assertio’s Amended and Restated 2004 Employee Stock Purchase Plan, a copy of which is attached as Annex H to this Joint Proxy Statement/Prospectus. 5. To approve an amendment to Assertio’s certificate of incorporation to effect a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-4. 6. To approve, on an advisory basis, the compensation of Assertio’s named executive officers. 7. To approve, on an advisory basis, Merger-related executive compensation arrangements. 8. To ratify the appointment of Ernst & Young LLP as Assertio’s independent registered public accounting firm for the fiscal year ending December 31, 2020. 9. To approve the adjournment from time to time of the Assertio Annual Meeting if necessary to solicit additional proxies if there are not sufficient votes to adopt the proposal to issue stock in connection with the Merger (Proposal 1) at the time of the Assertio Annual Meeting or any adjournment or postponement thereof. 10. To transact such other business as may properly come before the Assertio Annual Meeting and any adjournments or postponements thereof. Each of the foregoing items of business is more fully described in the Joint Proxy Statement/ Prospectus which is attached to and made part of this notice and which you are urged to read carefully. This Joint Proxy Statement/Prospectus and Assertio’s Annual Report on Form 10-K for fiscal year ended December 31, 2019 will be available electronically at https://www.cstproxy.com/assertiotx/2020. We cannot complete the Merger described in this Joint Proxy Statement/Prospectus unless the proposal to approve the issuance of shares of Assertio Holdings Common Stock is approved by a majority of the outstanding shares of common stock, $0.0001 par value per share, of Assertio present and entitled to vote on the proposal at the Assertio Annual Meeting.