This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the tender offer by Peach Purchaser Sub Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Viatris Inc., a Delaware corporation (“Viatris”), for all of the outstanding shares of common stock, par value $0.001 per share (“Shares”), of Pacira BioSciences, Inc., a Delaware corporation (“Pacira”), for $36.50 per Share, to the seller thereof in cash, net of applicable withholding taxes and without interest, on the terms and subject to the conditions set forth in the Offer to Purchase dated October 30, 2026 (together with any amendments and supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), copies of which are attached hereto as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively.
All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
The Agreement and Plan of Merger, dated October 8, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among Pacira, Viatris and Purchaser, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.
Item 2.
| Subject Company Information. |
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Pacira BioSciences, Inc., a Delaware corporation. Pacira’s principal executive offices are located at 2000 Sierra Point Parkway, Suite 900, Brisbane, California 94005. Pacira’s telephone number at such address is (650) 242-8052.
(b) This Schedule TO relates to all outstanding Shares. Pacira has advised Viatris and Purchaser that, as of October 23, 2026, 39,957,678 Shares were issued and outstanding (excluding 9,018,591 Shares held in treasury by Pacira as of such date); 5,870,185 Shares were subject to issuance pursuant to outstanding options to purchase Shares granted by Pacira pursuant to its 2011 Stock Incentive Plan (the “Pacira Equity Plan”) or Pacira’s 2014 Inducement Plan (the “Pacira Inducement Plan”); 4,463,236 Shares were subject to, or otherwise deliverable in connection with, outstanding restricted stock unit awards granted pursuant to the Pacira Equity Plan or the Pacira Inducement Plan; 198,257 and 495,641 Shares were subject to, or otherwise deliverable in connection with, outstanding performance share unit awards granted pursuant to the Pacira Equity Plan (“Pacira PSUs”), assuming target and maximum level of performance under such Pacira PSUs, respectively; 2,328,419 Shares were reserved for future issuance under the Pacira Equity Plan; 737,772 Shares were reserved for future issuance under the Pacira Inducement Plan; 869,062 Shares were reserved for future issuance under Pacira’s 2014 Employee Stock Purchase Plan; and 9,628,260 Shares were reserved for future issuance upon conversion of Pacira’s 2.125% Convertible Senior Notes due 2029.
(c) The information set forth in the section of the Offer to Purchase entitled “Price Range of Shares; Dividends” is incorporated herein by reference.
Item 3.
| Identity and Background of Filing Person. |
(a) - (c) This Schedule TO is filed by Viatris Inc., a Delaware corporation, and Peach Purchaser Sub Inc., a Delaware corporation and a wholly owned subsidiary of Viatris. The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning Viatris and Purchaser” and in Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4.
| Terms of the Transaction. |
(a) The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 5.
| Past Contacts, Transactions, Negotiations and Agreements. |
(a) - (b) The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet”, “Introduction”, “Certain Information Concerning Viatris and Purchaser”, “Background of the Offer; Past Contacts or Negotiations with Pacira”, “The Transaction Agreements” and “Purpose of the Offer; Plans for Pacira” is incorporated herein by reference.