Letter Expresses Several Significant Concerns and Recommends That Further Investigation is Warranted
Urges Assertio Stockholders to Vote Against All Directors at Upcoming Annual Meeting in Order to Either Pressure Current Board to Accept New Stockholder-Recommended Directors or Force Resignations of Significant Portion of Board Pursuant to Bylaws
NEW YORK, May 17, 2024 /PRNewswire/ -- The Buxton Helmsley Group, Inc. (together with certain of its affiliates, "BHG" or "we"), a New York City-based investment fund manager that holds a significant interest in the common stock shares of Assertio Holdings, Inc. ("Assertio" or the "Company") (NASDAQ: ASRT), today released a letter from Rumbi B. Petrozzello, a Certified Public Accountant and Certified Fraud Examiner who previously served as President of the New York State Society of CPAs. In the letter, Ms. Petrozello attests to disclosure failures and deficiencies by Assertio's Board of Directors, and expresses several significant concerns. She recommends that further investigation is warranted, but that it should only be conducted by parties not connected to or selected by Assertio's Board and management.
Buxton Helmsley released the letter in conjunction with its campaign to urge Assertio stockholders to vote "against" all of the Company's director nominees at the Company's upcoming 2024 annual meeting of stockholders on May 23, 2024 (the "Annual Meeting"). BHG strongly believes that significant change to the Assertio board of directors (the "Board") is necessary in order to bring about new oversight and reinstate stockholder-like judgment in the Boardroom. Any stockholders who have already cast their ballots should immediately call their broker to change their ballot to reflect a vote "against" all Assertio directors.
In addition, Assertio stockholders are urged to communicate their support of BHG's campaign and opposition to the present Assertio Board via a news release or private letter to the Board. Letters to the Board may be sent to investors@assertiotx.com, with a copy to BHG at asrt@buxtonhelmsley.com.
The full text of the letter is below:
May 15, 2024
c/o Mr. Alexander E. Parker
The Buxton Helmsley Group, Inc.
1185 Avenue of the Americas, Floor 3
New York, N.Y. 10036-2600
Re: Preliminary Report of Opinions – Assertio Holdings, Inc. ("Assertio" or the "Company")
Dear Mr. Parker,
At your request, I am providing a preliminary report of opinions after analyzing the various public disclosures filed by Assertio with the U.S. Securities and Exchange Commission (the "SEC"), in conjunction with other publicly available data and materials discovered through the process. I am also issuing this report after reviewing certain private letters exchanged between The Buxton Helmsley Group, Inc. ("BHG") and Assertio.
It should also be noted that I have informally agreed to potentially serve as a director of Assertio, given my expertise and concerns related to the Company's disclosures. I further understand that BHG has proposed my directorship at Assertio (with BHG indicating it is likely to conduct a solicitation of stockholders to forcibly effectuate my directorship, if required). I remain amenable to serving as a director of Assertio and believe investors would be greatly benefited by such qualified oversight.
I. QUALIFICATIONS TO GIVE OPINION.
In relation to my qualifications for providing such an opinion regarding the financial reporting and related disclosures filed by Assertio, I would like to provide some context. From a credential perspective, I am a Certified Public Accountant licensed in both the State of New York and the Commonwealth of Massachusetts. However, what sets me apart is my additional qualifications of not only being Certified in Financial Forensics, but also my standing as a Certified Fraud Examiner, which brings a unique perspective to my analysis; more particularly, a distinctive ability to detect irregularities in disclosures. From an experience perspective, I began my career at the "big four" public accounting firms PricewaterhouseCoopers and Deloitte Touche Tohmatsu Limited. I also have extensive experience serving in internal, corporate finance positions, including having spent seven years as the Controller of a real estate investment company, where I oversaw the financials of funds holding over $500 million in assets. Presently, I am a Principal of Rock Consulting, LLC, which provides services related to forensic accounting, including ...