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
Board and Management Inappropriately Answered or Refused to Answer Questions Over Very Material Matters
Believes Insiders May Have Not Personally Purchased Shares in Over Three Years Due to Material Non-Public Information
Last Remaining Investor-Minded Advocate on Board Has Chosen to Step Down Over Inappropriate Boardroom Activity, Leaving a Largely Out-of-Touch Board
Analysts Have Dropped Coverage of Assertio Due to What Appears to be Lost Faith in Leadership's Due Diligence Abilities, Reinforcing BHG's Concerns
Intends to Imminently Release Third-Party Expert Opinions Concerning Assertio Board and Management's Apparent Disclosure Failures and Deficiencies, for Further Delivery to Regulators
Believes Board Should Promptly Explore Strategic Alternatives, Including a Possible Sale, Given Significant Opportunity to Achieve Post-Acquisition Operating Profit Enhancement through Reduced SG&A Expenses
NEW YORK, May 13, 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) urges 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.
Alexander Parker, Senior Managing Director at BHG, explained the rationale for the campaign:
"Assertio is a valuable company that fulfills very critical needs in the healthcare system. That said, after alarming communications between us and Assertio's Board and management, we have concluded that Assertio's Board requires change to reinstate stockholder-like judgment in the Boardroom and restore value for all stockholders. It is abundantly clear to us that without meaningful change, stockholders likely face imminent irreparable harm.
"We have made numerous attempts to avoid aggressive public action, but it seems more and more clear to us that this incumbent Board requires outside pressure to change. To that end, we recently privately proposed that the Board appoint two new directors, which the Company and Board appears to have rejected. Such a rejection makes it very clear that this Board just wants to retain control. It's no wonder they have driven out the last apparent remaining director (James Tyree) who was able to recognize the Board's inappropriate decision-making, who was willing to put his foot down, and who now has resigned in protest.1
"If the Board simply accepts our proposal to add directors (who will serve without cash compensation), it can avoid a costly proxy contest with BHG that would cost stockholders hundreds of thousands of dollars, if not millions.
"Developments under the current regime are disturbing. Under the leadership of Chairman Peter Staple, Assertio acquired Spectrum Pharmaceuticals in Q3 2023, yet admitted—within a mere quarter's time—to have overpaid by approximately 75%, or $150 million. This resulted in legacy Assertio stockholder interests being diluted four times as much as necessary (effectively handing a substantial portion of the legacy Assertio business to Spectrum's pre-acquisition stockholders at no cost to them).
"This Board has made clear it is both incapable of sufficient oversight of management and that it does not hold itself accountable for massive blunders like the Spectrum acquisition. Nor does it seem to be incentivized to since there's a tension created between pursuing a financial recovery over misrepresentations in the ...