Pacira BioSciences to be Acquired for $3.3 Billion

TL;DR

Pacira is getting bought out by 22NW for $3.3B, $5/share. Deal expected Q4 2024.

AI Summary

Pacira BioSciences, Inc. announced on September 3, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of 22NW, LP. The transaction is valued at approximately $5.00 per share, totaling $3.3 billion. This acquisition is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by 22NW, LP, at a significant premium, indicates strong investor confidence in Pacira's future prospects and could lead to strategic changes in the company's operations and product development.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and there's always a risk of the deal falling through or changes in terms.

Key Numbers

• $3.3 billion — Transaction Value (Total value of the acquisition)
• $5.00 — Price Per Share (Cash consideration for each share of Pacira common stock)
• Q4 2024 — Expected Closing (Anticipated timeframe for the acquisition to be finalized)

Key Players & Entities

• Pacira BioSciences, Inc. (company) — Company being acquired
• 22NW, LP (company) — Acquiring entity
• $3.3 billion (dollar_amount) — Total transaction value
• $5.00 (dollar_amount) — Price per share
• September 3, 2024 (date) — Date of definitive agreement
• fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share PCRX Nasdaq Global Select Mar

Filing Documents

• pcrx-20240903.htm (8-K) — 24KB
• 0001396814-24-000120.txt ( ) — 145KB
• pcrx-20240903.xsd (EX-101.SCH) — 2KB
• pcrx-20240903_lab.xml (EX-101.LAB) — 21KB
• pcrx-20240903_pre.xml (EX-101.PRE) — 12KB
• pcrx-20240903_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events. At the 2024 Annual Meeting of Stockholders of Pacira BioSciences, Inc. (the "Company") held on June 11, 2024 (the "Annual Meeting"), Ms. Laura Brege received a greater number of "withhold" votes than "for" votes in the election of the Class I directors. In accordance with the Company's majority vote director resignation policy (the "Voting Policy"), Ms. Brege tendered her resignation to the Board of Directors of the Company (the "Board") on June 11, 2024. As provided in the Voting Policy, the Board had 90 days to consider and determine whether to accept or reject the resignation of Ms. Brege. After consideration of Ms. Brege's resignation under the Voting Policy, the independent directors of the Board concluded that the resignation of Ms. Brege would be detrimental to, and not in the best interests of the Company and its stockholders, and unanimously voted to reject Ms. Brege's resignation. The independent directors of the Board discussed and considered all relevant factors including: (i) the events that led to Ms. Brege's resignation, including stockholder outreach regarding being deemed to be overboarded; (ii) prior years' re-election results where Ms. Brege never failed to receive the affirmative vote of at least 84% of votes cast; (iii) Board and committee meeting attendance and the contributions of Ms. Brege; (iv) Ms. Brege's qualifications and years of experience providing strategic advisory to complex organizations, including as a public company director; (v) the composition, needs, and makeup of the Board, including the mix of talent, skill, diversity, and experience; and (vi) the difficulty of replacing Ms. Brege in light of the foregoing. In order to alleviate stockholder concerns about being overboarded, Ms. Brege stepped down from the board of directors of HLS Therapeutics, Inc. (TSX: HLS) effective August 7, 2024. As a result of the foregoing, Ms. Brege will continue to serve as a Class I director until the Company's 202

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View this 8-K filing on SEC EDGAR