Form SC14D9C Pacira BioSciences, Inc. Filed by: Pacira BioSciences, Inc.

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14D-9

 

Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934

 

 

Pacira BioSciences, Inc.

(Name of Subject Company)

 

 

Pacira BioSciences, Inc.

(Name of Persons Filing Statement)

 

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

 

695127100

(CUSIP Number of Class of Securities)

 

 

Frank D. Lee

Chief Executive Officer

Pacira BioSciences, Inc.

2000 Sierra Point Parkway, Suite 900

Brisbane, California 94005
(650) 242-8052
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

 

 

With copies to:

Jason Day

Jonathan S. Schulman

Ashurst Perkins Coie US LLP

1900 Sixteenth Street, Suite 1400

Denver, Colorado 80202

(303) 291-2300

 

 

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

This Schedule 14D-9 filing consists of certain communications relating to the proposed acquisition of Pacira BioSciences, Inc., a Delaware corporation (the “Company” or “Pacira”), by Viatris Inc., a Delaware corporation (“Parent”), pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger, dated as of October 8, 2026 (the “Merger Agreement”), by and among the Company, Parent and Peach Purchaser Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer (the “Offer”), to acquire all of the outstanding shares of common stock of the Company, $0.001 par value per share (the “Shares”), at an offer price of $36.50 per Share, in cash, net of applicable withholding taxes and without interest. If successful, the Offer will be followed by a merger of Purchaser with and into the Company (the “Merger”) pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent.

 

This Schedule 14D-9 filing consists of the following documents relating to the proposed Offer and the Merger:

 

(i)

Leader FAQs, first used on October 8, 2026.

 

(ii)

Letter to External Stakeholders, first used on October 8, 2026.

 

(iii)

Letter to Employees, first used on October 8, 2026.

 

(iv)

LinkedIn post by Frank Lee, Chief Executive Officer, posted on October 8, 2026.

 

(v)

LinkedIn post by the Company, posted on October 8, 2026.

 

The information set forth under Items 1.01, 7.01 and 9.01 of the Current Report on Form 8-K filed by the Company on October 8, 2026 (including all exhibits attached thereto and incorporated therein by reference) is incorporated herein by reference.

 

Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the transaction, the expected timetable for completing the proposed transaction, the anticipated benefits and synergies of the proposed transaction, the ability to complete the transaction or to satisfy the various closing conditions, future opportunities for Parent or Pacira and either of their products and any other statements regarding Parent’s or Pacira’s future operations, strategic initiatives and priorities, restructuring activities, financial or operating results, capital allocation, dividend policy and payments, share repurchases, debt ratio and covenants, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, imperatives, competitions, commitments, confidence in future results, efforts to create, enhance or otherwise unlock value, other expectations, plans, trends, outlooks, projections, prospects and targets for future periods, and any other statements that are not historical facts. Forward-looking statements may often be identified by the use of words such as “will”, “may”, “can”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “pipeline”, “intend”, “continue”, “target”, “seek” and variations of these words or comparable words.

 

 

Because forward-looking statements inherently involve known and unknown risks and uncertainties, actual future results, levels of activity, performance or achievements may differ materially from those expressed or implied by such forward-looking statements, and there can be no assurance that estimates, assumptions and expectations will prove to have been correct. Factors that could cause or contribute to such differences include, but are not limited to: the ability of Parent and Pacira to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the ability of Parent and Pacira to consummate the proposed transaction; the conditions to the completion of the proposed transaction (including, but not limited to, that the stockholders of Pacira validly tender and not withdraw, in the aggregate, at least a majority of the Shares outstanding as of immediately following the expiration of the Offer) not being satisfied or waived on the anticipated timeframe or at all; the regulatory approvals required for the proposed transaction not being obtained on the terms expected or on the anticipated schedule or at all; the possibility that competing offers may be made; the possibility that Parent may be unable to achieve the intended or expected benefits, synergies and operating efficiencies in connection with the proposed transaction within the expected timeframe or at all or to successfully integrate Parent and Pacira; Parent’s or Pacira’s failure to achieve expected or targeted future financial and operating performance and results; the possibility that Parent or Pacira may not realize the intended benefits of, or achieve the intended goals or outlooks with respect to, its strategic initiatives and priorities; actions and decisions of healthcare and pharmaceutical regulators; changes in relevant laws, regulations and policies and/or the application or implementation thereof, including but not limited to tax, healthcare and pharmaceutical laws, regulations and policies globally; the ability to attract, motivate and retain key personnel; Parent’s or Pacira’s liquidity, capital resources and ability to successfully complete capital projections and obtain financing; Parent’s or Pacira’s plans with respect to the repayment of indebtedness; any regulatory, legal or other impediments to Parent’s or Pacira’s ability to bring new products to market; success of clinical trials and Parent’s or Pacira’s (or, with respect to each, its partners’) ability to execute on new product opportunities and develop, manufacture and commercialize products; any changes in or difficulties with Parent’s or Pacira’s manufacturing facilities, including with respect to short- or long-term shutdowns, inspections, remediation and restructuring activities, product labeling or regulatory compliance, supply chain continuity, inventory management, or the ability to meet anticipated demand; the scope, timing and outcome of any ongoing legal proceedings, including government inquiries or investigations, and the impact of any such proceedings on Parent or Pacira; any significant breach of data security or data privacy or disruptions to Parent’s or Pacira’s information technology systems; risks associated with having significant operations globally; the strength and ability to protect Parent’s or Pacira’s intellectual property and patent terms and preserve their respective intellectual property rights; changes in third-party relationships; the effect of any changes in Parent’s or Pacira’s (or, with respect to each, its partners’) customer and supplier relationships and customer purchasing patterns, including customer loss and business disruption being greater than expected following the proposed transaction; the impacts of competition, including decreases in sales or revenues as a result of the loss of market exclusivity for certain products; changes in the economic and financial conditions of Parent or Pacira (or, with respect to each, its partners); uncertainties regarding future demand, pricing and reimbursement for Parent’s or Pacira’s products; uncertainties and matters beyond the control of management, including but not limited to general political and economic conditions, wars or other conflicts, potential for adverse impacts from future tariffs and trade restrictions, inflation rates, interest rates and global exchange rates; and inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures, in accordance with U.S. GAAP and related standards or on an adjusted basis.

 

For more detailed information on the risks and uncertainties associated with Parent and Pacira, see the risks described in Part I, Item 1A of their respective Annual Reports on Form 10-K for the year ended December 31, 2025, and their other filings with the U.S. Securities and Exchange Commission (the “SEC”). You can access their respective filings with the SEC through the SEC website at www.sec.gov or through their respective websites, and each of Parent and Pacira strongly encourages you to do so. Parent routinely posts information that may be important to investors on its website at investor.viatris.com, and it uses this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (Reg FD). The contents of Parent’s website are not incorporated into Parent’s filings with the SEC. Each of Parent and Pacira undertakes no obligation to update any statements herein for revisions or changes after the date of this communication other than as required by law.

 

 

Important Information about the Transactions and Where to Find It

 

The tender offer for the Shares described in this communication has not yet commenced. This communication is for informational purposes only and it is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell Shares, nor is it a substitute for the tender offer materials that Parent will file with the SEC on Schedule TO. At the time any such tender offer is commenced, Parent will prepare and file a Tender Offer Statement, containing an offer to purchase, a form of letter of transmittal and other related tender offer documents, with the SEC, and Pacira will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to such tender offer with the SEC. The Offer will only be made pursuant to the offer to purchase, the letter of transmittal and other related tender offer documents filed as a part of the Schedule TO. Pacira’s stockholders are strongly advised to read these tender offer materials carefully and in their entirety when they become available, as they may be amended or supplemented from time to time, because they will contain important information about such tender offer that Pacira’s stockholders should consider prior to making any decisions with respect to such tender offer, including the terms and conditions of the tender offer. The offer to purchase, letter of transmittal and other related tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be sent to all stockholders of Pacira at no expense to them. Once filed, stockholders of Pacira will be able to obtain a free copy of these documents and each of Parent’s and Pacira’s other documents filed with the SEC at the website maintained by the SEC at www.sec.gov. In addition, a copy of the offer to purchase, form of letter of transmittal and other related tender offer documents (once they become available) may be obtained free of charge by directing a request to Parent at [email protected]. A copy of the Solicitation/Recommendation Statement on Schedule 14D-9 (once it becomes available) also may be obtained free of charge by directing a request to Pacira at [email protected].

 

 

Exhibit Index

 

Exhibit  Number		Description
99.1		Leader FAQs, first used on October 8, 2026.
99.2		Letter to External Stakeholders, first used on October 8, 2026.
99.3		Letter to Employees, first used on October 8, 2026.
99.4		LinkedIn post by Frank Lee, Chief Executive Officer, posted on October 8, 2026.
99.5		LinkedIn post by the Company, posted on October 8, 2026.

 

 

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

EXHIBIT 99.4

EXHIBIT 99.5

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