Pacira BioSciences adds FAQ on $36.50 cash offer

Peach Purchaser Sub offers $36.50 per Pacira share in cash, net of applicable withholding taxes and without interest, subject to the Merger Agreement's terms and conditions.

Available on EDGAR 11/03/2026 - 04:16 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Pacira BioSciences, Inc. amended its Schedule 14D-9 by adding the “Pacira BioSciences, Inc. Employee FAQ,” first used November 3, 2026. The amendment says the prior statement remains unchanged except for the updates described.

Filing Explained

This amendment identifies Purchaser’s offer to acquire all outstanding Pacira shares for $36.50 per share in cash, net of applicable withholding and without interest, subject to the merger agreement’s terms and conditions.

Key Figures

Tender offer price: $36.50 per share Common stock par value: $0.001 per share Merger Agreement date: October 8, 2026 +1 more

4 metrics

Tender offer price $36.50 per share Cash offer for all outstanding Pacira common shares, net of applicable withholding taxes and without interest

Common stock par value $0.001 per share Pacira common stock

Merger Agreement date October 8, 2026 Agreement among Viatris, Peach Purchaser Sub Inc. and Pacira

Employee FAQ first-use date November 3, 2026 Pacira BioSciences, Inc. Employee FAQ

Key Terms

Tender Offer, Merger Agreement, applicable withholding taxes

3 terms

Tender Offer regulatory

"relating to the Tender Offer Statement on Schedule TO"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Merger Agreement regulatory

"terms and conditions set forth in the Merger Agreement"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

applicable withholding taxes financial

"net of applicable withholding taxes and without interest"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the PCRX tender offer price?

Peach Purchaser Sub Inc., Viatris's wholly owned subsidiary, is offering $36.50 in cash per Pacira share, net of applicable withholding taxes and without interest. The offer covers all outstanding Pacira common shares and is subject to the terms and conditions of the Merger Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

(Amendment No.1)

Pacira BioSciences, Inc.

(Name of Subject Company)

Pacira BioSciences, Inc.

(Name of Person 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 Number of Person Authorized to Receive Notices and Communications on

Behalf of the Person 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

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

This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as further amended or supplemented from time to time, the “Schedule 14D-9”) previously filed by Pacira BioSciences, Inc., a Delaware corporation (“Pacira”), with the U.S. Securities and Exchange Commission (the “SEC”) on October 30, 2026, relating to the Tender Offer Statement on Schedule TO filed with the SEC on October 30, 2026 (together with any amendments and supplements thereto, the “Schedule TO”) by Viatris Inc., a Delaware corporation (“Viatris”), and Peach Purchaser Sub Inc., a Delaware corporation and wholly owned subsidiary of Viatris (“Purchaser”), pursuant to the Agreement and Plan of Merger, dated as of October 8, 2026 (as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), among Viatris, Purchaser and Pacira. The Schedule TO relates to the tender offer by Purchaser to acquire all of the outstanding shares of common stock of Pacira, $0.001 par value per share (collectively, the “Shares”), at an offer price of $36.50 per Share in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Merger Agreement.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 1. This Amendment No. 1 is being filed to reflect certain updates as set forth below.

Item 9. Exhibits.

Item 9 “Exhibits” of the Schedule 14D-9 is hereby supplemented by inserting the following as Exhibit (a)(5)(K)*:

“Pacira BioSciences, Inc. Employee FAQ, first used on November 3, 2026.”

1

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

			PACIRA BIOSCIENCES, INC.
			By:			/s/ Kristen Williams
			Name:			Kristen Williams
			Title:			Chief Administrative Officer and Secretary
Dated: November 3, 2026