
Securities Sought | Subject to certain conditions, including the satisfaction of the Minimum Condition (as defined below), all issued and outstanding shares of common stock, par value $0.001 per share, of Pacira (the “Shares”), other than Excluded Shares and Dissenting Shares (each as defined in the Agreement and Plan of Merger, dated October 8, 2026 (as it may be amended from time to time, the “Merger Agreement”)). | ||
Price Offered Per Share | $36.50 per Share, to the seller thereof in cash, net of applicable withholding taxes and without interest (such amount, or any higher amount per Share paid pursuant to the Offer, the “Offer Price”). | ||
Scheduled Expiration of Offer; Offer Closing | Expiration of the Offer will occur at the end of the day, one minute after 11:59 P.M., Eastern Time, on November 16, 2026, unless the Offer is extended or earlier terminated in accordance with the Merger Agreement; acceptance and payment for Shares is expected to occur on November 17, 2026, unless the Offer is extended pursuant to the terms of the Merger Agreement. See Section 1 — “Terms of the Offer.” | ||
Offeror | Peach Purchaser Sub Inc., a Delaware corporation and a wholly owned subsidiary of Viatris Inc., a Delaware corporation. | ||
Pacira Board Recommendation | The board of directors of Pacira (the “Pacira Board”) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (as defined below) (together, the “Transactions”), are fair to, and in the best interest of, Pacira and its stockholders, and declared it advisable for Pacira to enter into the Merger Agreement and consummate the Transactions, (ii) approved the execution, delivery and performance by Pacira of the Merger Agreement and the consummation of the Transactions, (iii) resolved that the Merger will be effected under Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”) and (iv) resolved to recommend that the stockholders of Pacira tender their Shares to Purchaser pursuant to the Offer. | ||
• | the Offer is being made for all issued and outstanding Shares solely for cash; |
• | the Offer and the Merger are not subject to any financing or funding condition; |
• | Viatris has cash on hand and access to other financial resources sufficient to purchase all Shares tendered pursuant to the Offer; and |
• | if we consummate the Offer, we will acquire all remaining Shares for the same cash price in the Merger as was paid in the Offer (i.e., the Offer Price), subject to limited exceptions for Shares held by Pacira stockholders who are entitled to demand and properly exercise and perfect their appraisal rights under Section 262 of the DGCL with respect to such Shares, Shares held by Viatris, Purchaser or any other direct or indirect wholly owned subsidiary of Viatris or Shares held by Pacira or any of its subsidiaries (including in Pacira’s treasury), and Viatris will have cash on hand and access to other financial resources sufficient to pay for all such Shares. |
• | that the number of Shares validly tendered (and not properly withdrawn) prior to the time that the Offer expires (but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as defined by Section 251(h)(6)(f) of the DGCL, by the “depository,” as defined in Section 251(h)(6)(c) of the DGCL), together with the Shares then owned by Purchaser and its affiliates, represents at least one Share more than 50% of the then issued and outstanding Shares (the “Minimum Condition”); |
• | the accuracy of the representations and warranties made by Pacira in the Merger Agreement at and as of the Offer Acceptance Time, subject to the materiality thresholds and other qualifications set forth in the Merger Agreement, as described in more detail in Section 15 — “Conditions to the Offer” (the “Representations Condition”); |
• | the compliance and performance of Pacira in all material respects with all of its covenants and agreements required to be complied with or performed by it under the Merger Agreement at or prior to the Offer Acceptance Time (the “Covenants Condition”); |
• | that, since October 8, 2026, there has not been any Material Adverse Effect (as such term is defined in the Merger Agreement and as described in more detail in Section 11 — “The Transaction Agreements — The Merger Agreement — Representations and Warranties”) that is continuing as of the Offer Acceptance Time (the “MAE Condition”); |
• | the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated and any timing agreement with any governmental body applicable to the Offer or the Merger shall have expired or otherwise ceased to restrict the consummation of the Offer and the Merger (the “Regulatory Condition”); |
• | that Viatris and Purchaser have received a certificate, executed by the chief executive officer or the chief financial officer of Pacira, to the effect that the Representations Condition, the Covenants Condition and the MAE Condition have been duly satisfied (the “Officer’s Certificate Condition”); |
• | that there is no law (other than any antitrust law) or Order promulgated, entered, enforced, enacted, issued or deemed applicable by any court or other governmental body of competent jurisdiction (any such law or Order, a “Legal Restraint”) in effect that directly or indirectly enjoins, restrains or otherwise prohibits, or makes illegal, the acquisition of or payment for Shares pursuant to the Offer, or the consummation of the Merger (the “Non-Prohibition Condition”); |
• | that there is no Legal Restraint in effect imposing a Burdensome Condition (as such term is defined in the Merger Agreement and as described in more detail in Section 11 — “The Transaction Agreements”), and |
• | that the Merger Agreement has not been terminated in accordance with its terms (the “Termination Condition”). |
• | If you are a record holder and you have certificated Shares, the following must be received by the Depositary at one of its addresses set forth in the Letter of Transmittal before the Offer expires: (1) the Letter of Transmittal, properly completed and duly executed, (2) share certificates evidencing such Shares (“Share Certificates”), in proper form for transfer, and (3) any other documents required by the Letter of Transmittal. |
• | If you are a record holder and you hold uncertificated Shares in book-entry form with Pacira’s transfer agent, the following must be received by the Depositary at one of its addresses set forth in the Letter of Transmittal before the Offer expires: (1) the Letter of Transmittal, properly completed and duly executed, and (2) any other documents required by the Letter of Transmittal. |
• | If your Shares are held in “street” name and are being tendered by book-entry transfer, the following must be received by the Depositary at one of its addresses set forth in the Letter of Transmittal before the Offer expires: (1) a Book-Entry Confirmation (as defined under Section 2 — “Acceptance for Payment and Payment for Shares”), (2) the Letter of Transmittal, properly completed and duly executed, or an Agent’s Message (as defined under Section 2 — “Acceptance for Payment and Payment for Shares”) and (3) any other documents required by the Letter of Transmittal. |
• | If your Share Certificates are not immediately available, or you cannot complete the procedure for delivery by book-entry transfer on a timely basis, or you otherwise cannot deliver all required documents to the Depositary before the Offer expires, you may be able to tender your Shares using the enclosed Notice of Guaranteed Delivery (as defined below). Please contact Innisfree M&A Incorporated (the “Information Agent”) for assistance. |
• | If you hold Shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered. |
Terms of the Offer. |
Acceptance for Payment and Payment for Shares. |
Procedures for Accepting the Offer and Tendering Shares. |
• | If you are a record holder and you have certificated Shares, the following must be received by the Depositary at one of its addresses set forth in the Letter of Transmittal before the Offer expires: (1) the Letter of Transmittal, properly completed and duly executed, (2) Share Certificates evidencing such Shares, in proper form for transfer, and (3) any other documents required by the Letter of Transmittal. |
• | If you are a record holder and you hold uncertificated Shares in book-entry form with Pacira’s transfer agent, the following must be received by the Depositary at one of its addresses set forth in the Letter of Transmittal before the Offer expires: (1) the Letter of Transmittal, properly completed and duly executed, and (2) any other documents required by the Letter of Transmittal. |
• | If your Shares are held in “street” name and are being tendered by book-entry transfer, the following must be received by the Depositary at one of its addresses set forth in the Letter of Transmittal before the Offer expires: (1) a Book-Entry Confirmation, (2) the Letter of Transmittal, properly completed and duly executed, or an Agent’s Message and (3) any other documents required by the Letter of Transmittal. |
• | If your Share Certificates are not immediately available, or you cannot complete the procedure for delivery by book-entry transfer on a timely basis, or you otherwise cannot deliver all required documents to the Depositary before the Offer expires, you may be able to tender your Shares using the enclosed Notice of Guaranteed Delivery. Please contact the Information Agent (as defined below) for assistance. |
• | If you hold Shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered. |
• | the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as the owner of Shares) of Shares tendered therewith, unless such registered holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal; or |
• | Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). |
• | such tender is made by or through an Eligible Institution; |
• | a properly completed and duly executed notice of guaranteed delivery (the “Notice of Guaranteed Delivery”), substantially in the form made available by Purchaser, must be received by the Depositary at one of its addresses set forth in the Letter of Transmittal before the Offer expires; and |
• | the following must be received by the Depositary at one of its addresses set forth in the Letter of Transmittal within one trading day after the date of execution of such Notice of Guaranteed Delivery: (A) if Shares being tendered are certificated, (1) the Letter of Transmittal, properly completed and duly executed, (2) Share Certificates evidencing such Shares, in proper form for transfer, and (3) any other documents required by the Letter of Transmittal, (B) if Shares being tendered are uncertificated and held in book-entry form with Pacira’s transfer agent, (1) the Letter of Transmittal, properly completed and duly executed, and (2) any other documents |
• | all such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares; |
• | all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked; |
• | no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective); and |
• | the designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights. |
Withdrawal Rights. |
Material U.S. Federal Income Tax Consequences. |
• | your gain, if any, on Shares is effectively connected with your conduct of a trade or business in the United States (and, if an income tax treaty applies, is attributable to your permanent establishment in the United States), in which case (i) you will be subject to U.S. federal income tax in the same manner as if you were a U.S. Holder (except that you should provide an IRS Form W-8ECI instead of an IRS Form W-9) and (ii) if you are a corporation, you may also be subject to branch profits tax on such gain at a 30% rate (or such lower rate as may be specified under an applicable income tax treaty); or |
• | you are an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case you will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on the gain from the exchange of Shares (net of certain losses recognized during such year). |
Price Range of Shares; Dividends. |
High | Low | |||||
Fiscal Year Ended December 31, 2024 | ||||||
Third Quarter | $29.33 | $11.16 | ||||
Fourth Quarter | $20.42 | $14.72 | ||||
Fiscal Year Ended December 31, 2025 | ||||||
First Quarter | $27.59 | $18.17 | ||||
Second Quarter | $27.64 | $21.79 | ||||
Third Quarter | $27.64 | $20.85 | ||||
Fourth Quarter | $27.16 | $19.84 | ||||
High | Low | |||||
Fiscal Year Ending December 31, 2026 | ||||||
First Quarter | $26.81 | $18.80 | ||||
Second Quarter | $27.13 | $21.92 | ||||
Third Quarter | $27.66 | $22.79 | ||||
Fourth Quarter (through October 29, 2026) | $36.67 | $24.66 | ||||
Certain Information Concerning Pacira. |
Certain Information Concerning Viatris and Purchaser. |
Source and Amount of Funds. |
Background of the Offer; Past Contacts or Negotiations with Pacira. |
The Transaction Agreements. |
• | decrease the Offer Price; |
• | change the form of consideration payable in the Offer; |
• | decrease the maximum number of Shares sought to be purchased in the Offer; |
• | impose conditions to the Offer in addition to the Offer Conditions; |
• | amend or modify any of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Shares or that would, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Offer or the Merger; |
• | amend, modify, change or waive the Minimum Condition, the Termination Condition or the Non-Prohibition Condition; |
• | terminate the Offer or accelerate, extend or otherwise change the Expiration Date in a manner other than in accordance with the relevant provisions of the Merger Agreement; or |
• | provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. |
• | any period to the minimum extent required by any law, any interpretation or position of the SEC, the staff thereof or the Nasdaq Global Select Market applicable to the Offer; |
• | periods of up to ten (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and |
• | one or more additional periods specified by Pacira of up to ten (10) Business Days per extension if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived and Pacira requests that the Offer be extended, to permit such Offer Condition(s) to be satisfied, provided that, solely to the extent the Minimum Condition is the only Offer Condition (other than the Officer’s Certificate Condition) that is not satisfied or waived, Purchaser will not be required to extend the Offer pursuant to this clause on more than two (2) occasions. |
• | there must not have been issued by any court or other governmental body of competent jurisdiction and remain in effect any temporary, preliminary or permanent order, judgment, decision, decree, corporate integrity agreement, deferred prosecution agreement, settlement agreement, injunction, ruling, writ, assessment or other similar requirement issued, enacted, adopted, promulgated or applied by any governmental body of competent jurisdiction that is binding on or applicable to a person or its property (each, an “Order”) preventing the consummation of the Merger, nor may there be in effect any Legal Restraint that directly or indirectly prohibits or makes illegal the consummation of the Merger; and |
• | Purchaser (or Viatris on Purchaser’s behalf) must have accepted for payment all Shares validly tendered pursuant to the Offer and not validly withdrawn. |
• | each Pacira Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares subject to such Pacira Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Offer Price minus (y) the exercise price per Share of such Pacira Option, provided that each Pacira Option that has an exercise price per Share that is equal to or greater than the Offer Price, if any, will be canceled without any consideration payable (whether in the form of cash or otherwise) therefor, whether before or after the Effective Time; |
• | each Pacira RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares issuable in settlement of such Pacira RSU, multiplied by (ii) the Offer Price; |
• | each Pacira PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares issuable in settlement of such Pacira PSU (determined in accordance with Section 3.4 of the applicable Pacira PSU award agreement), multiplied by (ii) the Offer Price; |
• | each cash-based award granted pursuant to Pacira’s cash-based Long-Term Incentive Plan (each, a “Pacira LTIP Award”) that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be canceled and converted into the right to receive an amount in cash as determined by the Pacira Board (or the appropriate committee thereof) prior to the Effective Time in accordance with Section 10(a) of Pacira’s Long-Term Incentive Plan; and |
• | each restricted cash award granted pursuant to a restricted cash award notice and restricted cash award agreement (each, a “Pacira Restricted Cash Award”) that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be canceled and converted into the right to receive an amount in cash equal to the sum of (i) any portion of the Pacira Restricted Cash Award that is vested but remains unpaid as of the Effective Time and (ii) the amount of Unvested Cash (as defined in the applicable Pacira Restricted Cash Award agreement) with respect to the Pacira Restricted Cash Award. |
• | corporate matters, such as due organization, good standing and subsidiaries; |
• | organizational documents; |
• | authority in connection with the Merger Agreement and the recommendation of the Pacira Board with respect to the Offer; |
• | capitalization; |
• | required consents, notices and approvals, and the absence of conflicts with and violations or breaches of, or defaults under, organizational documents, material contracts, laws and Orders; |
• | SEC filings, financial statements and internal controls; |
• | compliance of the Schedule 14D-9 with applicable law and accuracy of information supplied for the Offer and the Schedule TO; |
• | absence of certain changes or events; |
• | intellectual property; |
• | privacy and information technology; |
• | material contracts; |
• | absence of undisclosed liabilities; |
• | absence of legal proceedings and Orders; |
• | compliance with laws; |
• | regulatory matters; |
• | certain business practices; |
• | governmental authorizations; |
• | tax matters; |
• | employee and labor matters and benefit plans; |
• | environmental matters; |
• | real property and leases; |
• | title to assets; |
• | insurance; |
• | Section 203 of the DGCL; |
• | the absence of any required vote of Pacira stockholders to adopt the Merger Agreement and approve the Merger following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition; |
• | the opinion of Pacira’s financial advisor; |
• | brokers and other advisors; |
• | related party transactions; and |
• | certain acknowledgments regarding Viatris and Purchaser’s representations and warranties. |
• | any Effect generally affecting the U.S. or foreign economies, financial or securities markets, or political, legislative or regulatory conditions; |
• | any Effect arising out of or otherwise relating to fluctuations in the value of any currency exchange, interest or inflation rates or tariffs; |
• | any Effect arising out of or otherwise relating to any change in any law or United States generally accepted accounting principles (“GAAP”) (or authoritative interpretations of any law or GAAP); |
• | any Effect arising out of or otherwise relating to any act of terrorism, outbreak of hostilities, acts of war, trade war, national or international calamity or any other similar event (or the escalation of any of the foregoing); |
• | any acts of god, natural disasters, force majeure events, weather or environmental events, health emergencies, pandemics or epidemics (or the escalation of any of the foregoing); |
• | any changes generally affecting the pharmaceutical or biotechnology industries; |
• | any change in the market price or trading volume of Pacira’s stock or change in Pacira’s credit ratings; |
• | the failure of Pacira to meet internal or analysts’ expectations, projections, forecasts, guidance or estimates, including the results of operations of Pacira; |
• | any Effect or other matter resulting from the execution, announcement or pendency of the Merger Agreement and the transactions contemplated by the Merger Agreement, including any Effect related to the identity of Viatris, Purchaser or any of their affiliates or representatives or any resulting impact on the relationship of Pacira with any of its current or prospective suppliers, customers, wholesalers, service providers, distributors, licensors, licensees, regulators, employees, creditors or other third parties (other than for purposes of any representation or warranty regarding non-contravention and consents or any representation or warranty to the extent that the purpose of such representation or warranty is to address the consequences of the execution, announcement or pendency of the Merger Agreement and the transactions contemplated thereby); and |
• | any Effect arising out of or otherwise directly relating to (A) any action taken by Pacira at the express prior written direction or with the express prior written approval of Viatris or (B) any action specifically required to be taken by Pacira, or any failure of Pacira to take any action that Pacira is specifically prohibited from taking, in each case of this clause (B), pursuant to the terms of the Merger Agreement (other than the interim operating covenants described below under subsection “—Conduct of Business Pending the Merger,” unless such action or failure to take action is due to Viatris unreasonably withholding, conditioning or delaying a consent requested by Pacira thereunder); |
• | corporate matters, such as due organization and good standing; |
• | Purchaser’s business activities and Viatris’ ownership of Purchaser; |
• | authority and enforceability in connection with the Merger Agreement; |
• | required consents and approvals, and the absence of conflicts with and violations or breaches of, or defaults under, organizational documents, contracts, laws and Orders; |
• | the compliance of the Offer Documents with applicable law and the accuracy of information supplied for the Offer and the Solicitation/Recommendation Statement on Schedule 14D-9 of Pacira; |
• | absence of legal proceedings and Orders; |
• | solvency; |
• | ownership of securities of Pacira, the absence of any Rule 10b5-1 plan covering Pacira stock, “interested stockholder” status under Section 203 of the DGCL and absence of certain arrangements with Pacira stockholders, directors, officers, employees and affiliates; |
• | brokers and other advisors; |
• | the availability of sufficient cash or other liquid financial resources to consummate the transactions contemplated by the Merger Agreement; and |
• | certain acknowledgments regarding Pacira’s representations and warranties. |
• | amend or permit the adoption of any amendment to its certificate of incorporation, bylaws or other organizational documents; |
• | authorize, establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (including the Shares); |
• | repurchase, redeem or otherwise reacquire any shares of its capital stock (including any Shares), or any rights, warrants or options to acquire (or any instrument convertible into or exchangeable for) any shares of its capital stock, other than (1) repurchases or reacquisitions in a manner consistent with past practice of Shares outstanding as of the date of the Merger Agreement pursuant to Pacira’s obligation (under written commitments in effect as of the date of the Merger Agreement) to purchase or reacquire Shares held by a current or former officer, employee, independent contractor, consultant or director of Pacira or any of its subsidiaries (each, a “Pacira Associate”) only upon termination of such associate’s employment or engagement by Pacira; (2) repurchases in a manner consistent with past practice of Pacira Options, Pacira RSUs and Pacira PSUs (or shares of capital stock issued upon the exercise or vesting thereof) outstanding on the date of the Merger Agreement (in cancellation thereof) pursuant to the terms of any such Pacira Option, Pacira RSU or Pacira PSU (in effect as of the date of the Merger Agreement) between Pacira and a Pacira Associate only upon termination of such person’s employment or engagement by Pacira; (3) in connection with withholding to satisfy the exercise price or tax obligations with respect to Pacira Options, Pacira RSUs and Pacira PSUs; or (4) settlement or conversion of any of the Convertible Notes pursuant to the terms of the Indenture as in effect as of the date of the Merger Agreement; |
• | split, combine, subdivide or reclassify any Shares or other equity interests; |
• | issue, sell, grant, deliver, pledge, transfer, encumber or authorize the issuance, sale, grant, delivery, pledge, transfer or encumbrance (other than pursuant to agreements in effect as of the date of the Merger Agreement) of any capital stock, equity interest or other security of Pacira or any of its subsidiaries, any subscription, option, call, warrant, restricted securities or right or obligation to acquire any such capital stock, equity interest or other security or any instrument convertible into or exchangeable for any such capital stock, equity interest or other security (except that Pacira may issue Shares required to be issued upon the exercise of Pacira Options or the vesting of Pacira Options, Pacira RSUs and Pacira PSUs, in each case, outstanding on the date of the Merger Agreement, Pacira may issue Pacira RSUs and Pacira PSUs to new employees who were offered Pacira Options, Pacira RSUs or Pacira PSUs as part of offer letters that were executed prior to the date of the Merger Agreement, and Pacira may issue Shares upon conversion of the Convertible Notes pursuant to the terms of the Indenture as in effect as of the date of the Merger Agreement); |
• | except as contemplated by the provisions of the Merger Agreement regarding the treatment of Pacira Options, Pacira RSUs, Pacira PSUs, Pacira LTIP Awards and Pacira Restricted Cash Awards or the issuance of securities permitted under the interim operating covenants described above or required by an employee benefit plan in existence as of the date of the Merger Agreement, (i) establish, adopt, terminate or amend any employee benefit plan, (ii) amend or waive any of its rights under, or accelerate the time of payment or vesting under, any employee benefit plan, (iii) take any action to fund or in any other way secure the payment of compensation or benefits under any employee benefit plan, (iv) pay any amount or benefit under, or grant or promise to grant any compensation or benefits under, any employee benefit plan (including the grant of any Pacira Option, Pacira RSU, Pacira PSU, Pacira LTIP Award, Pacira Restricted Cash Award or other equity or equity-based awards or the removal or modification of any restrictions in any employee benefit plan or awards made thereunder) or (v) provide for any increase in the compensation or benefits provided to any Pacira Associate or under any employee benefit plan, provided that Pacira or its subsidiaries may (A) amend any employee benefit plans to the extent required by applicable laws and (B) make annual or quarterly bonus or commission payments in the ordinary course of business consistent with past practice in accordance with the bonus or commission plans existing on the date of the Merger Agreement; |
• | (i) enter into (A) any change-of-control or retention agreement with any officer, employee, director or independent contractor or (B) any employment, severance or other material agreement with any officer or employee with an annual base salary greater than $200,000, (ii) enter into any consulting agreement with an independent contractor involving annual compensation exceeding $200,000 or (iii) hire or terminate (other than for cause) any employee with an annual base salary in excess of $200,000; |
• | form any subsidiary, authorize or enter into agreements providing for any acquisitions of equity interests in or assets or properties of any other entity or any business or division thereof, or enter into any material joint venture, partnership, collaboration, profit-sharing or similar arrangements; |
• | make or authorize any capital expenditure, other than any capital expenditure (A) that is provided for in Pacira’s capital expense budget delivered or made available to Viatris prior to the date of the Merger Agreement, which expenditures shall be in accordance with the categories set forth in such budget, or (B) that, when added to all other capital expenditures made on behalf of Pacira and its subsidiaries since the date of the Merger Agreement but not provided for in Pacira’s capital expense budget delivered or made available to Viatris prior to the date of the Merger Agreement, does not exceed $500,000 in the aggregate during any fiscal quarter; |
• | acquire, lease, sublease, license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, waive, relinquish or permit to lapse (other than any patent expiring at the end of its statutory term), transfer, assign, guarantee, mortgage or otherwise subject to any encumbrance (other than specified permitted encumbrances), or grant any royalty, milestone or similar payments with respect to, any material right or other material asset or property of Pacira and its subsidiaries, other than dispositions in the ordinary course of business consistent with past practice of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of Pacira and its subsidiaries; |
• | lend money or make capital contributions or advances to or make investments in, any person, or incur, guarantee or otherwise become liable or responsible for any indebtedness, except for (A) short-term |
• | make, change or revoke any material tax election (other than in the ordinary course of business), adopt or change any material method of tax accounting or change any tax accounting period, file any material amended tax return, enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any corresponding or similar provision of any state, local or non-U.S. tax law) with respect to any material tax, consent to the extension or waiver of the statutory period of limitations applicable to any tax claim or assessment (other than in connection with automatic extensions of the due date for filing a tax return), surrender a right to a material tax refund or settle or compromise any material tax liability; |
• | settle, release, waive or compromise any legal proceeding, other than settlements, releases, waivers or compromises of (i) any legal proceeding relating to a breach of the Merger Agreement or (ii) any legal proceeding (A) that results solely in an obligation involving only the payment of monies by Pacira and its subsidiaries of not more than $500,000 individually or $2,000,000 in the aggregate and does not impose any injunctive or other non-monetary relief on Pacira or any of its subsidiaries, (B) does not involve the admission of wrongdoing by Pacira or any of its subsidiaries or any of their respective officers or directors and (C) does not provide for the exclusive license of any material Pacira intellectual property; |
• | enter into any collective bargaining agreement or other agreement with any labor organization (except to the extent required by applicable law); |
• | adopt or implement any stockholder rights plan or similar arrangement; |
• | adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; |
• | make any material change in financial accounting policies, practices, principles, methods or procedures, other than as required by GAAP or Regulation S-X promulgated under the Exchange Act or other applicable rules and regulations of the SEC or applicable law; |
• | enter into any new line of business outside of Pacira’s and its subsidiaries’ existing businesses as of the date of the Merger Agreement, or materially change Pacira’s operating policies; |
• | fail in any material respect to maintain Pacira’s and its subsidiaries’ existing material insurance policies or comparable replacement policies; |
• | terminate, allow to lapse or expire, suspend, modify or otherwise take any step to limit the effectiveness or validity of, or fail to maintain as valid and in full force and effect, any material governmental authorization; |
• | other than as expressly required by Pacira’s certificate of incorporation and bylaws and other organizational documents or by applicable law, convene any special meeting (or any adjournment or postponement thereof) of Pacira’s stockholders; |
• | enter into financial swaps, futures or options involving an interest rate, foreign exchange or commodity, or issue or sell any debt securities or any rights to acquire debt securities of Pacira or any of its subsidiaries; |
• | enter into, amend or modify in any material respect, waive any rights under, terminate, replace or release, allow to expire, fail to renew, settle or compromise any material claim, liability or obligation under, any material contract outside of the ordinary course of business consistent with past practice; |
• | make any material change in or to the regular price, credit or distribution policies of any Company Product outside of the ordinary course of business consistent with past practice, or engage in any other activity or practice not consistent with past practice, that would reasonably be considered “channel stuffing”, “trade loading” or that reasonably would be expected to result in an increase, temporary or otherwise, in the demand for inventories of any Company Product but not the use of such inventory; |
• | grant to any person any exclusive right to distribute or commercialize any Company Product in any geographic area or territory; |
• | sublease or license any portion of any leased real property or assign any interest therein; |
• | enter into any new contract related to, or otherwise commit to undertake, any clinical trials; |
• | implement, commence or effect any (i) transfer of manufacturing, production, packaging, labeling, testing or other material operations with respect to any Company Product to any other facility or site (or termination of any such activities at any existing facility or site) or (ii) transfer, conversion, migration or replacement of Pacira’s or any of its subsidiaries’ enterprise resource planning systems; |
• | grant to any person any material refund, credit, discount, rebate or allowance with respect to any Company Product outside of the ordinary course of business consistent with past practice; or |
• | authorize any of, or agree or commit to take, any of the foregoing actions. |
• | solicit, initiate, seek or knowingly facilitate, assist or encourage (including by way of furnishing non-public information) the making of an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; |
• | engage in or otherwise participate in any discussions (except to notify a person that makes any inquiry, proposal or offer with respect to an Acquisition Proposal of the existence of the no solicitation provisions of the Merger Agreement) or negotiations regarding, or furnish to any other person (other than Viatris and its affiliates and its and their representatives) any non-public information relating to, or provide access to the business, properties, assets, books, records or personnel of, Pacira or any of its subsidiaries, in any such case in connection with or for the purpose of soliciting, initiating, seeking, knowingly facilitating, assisting or encouraging, an Acquisition Proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; |
• | adopt, approve or enter into any letter of intent, acquisition agreement, agreement in principle or other contract with respect to an Acquisition Proposal; |
• | waive or release any person from, or fail to use reasonable best efforts to enforce, any standstill agreement or any standstill provisions of any contract entered into in respect of an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, unless Pacira determines in good faith, after consultation with Pacira’s financial advisors and outside legal counsel, that the failure to do so would reasonably be likely to be inconsistent with the fiduciary duties of the Pacira Board under applicable law, provided that Pacira promptly (and in any event within twenty-four (24) hours) notifies Viatris in writing of any such waiver or release; or |
• | resolve or agree to do any of the foregoing. |
• | any acquisition of assets of Pacira or any of its subsidiaries equal to 20% or more of the consolidated assets of Pacira and its subsidiaries (based on fair market value) or to which 20% or more of the revenues or earnings of Pacira and its subsidiaries on a consolidated basis are attributable, or any license, collaboration, lease or other arrangement having a similar effect; |
• | any issuance or acquisition of 20% or more of the outstanding Shares or other equity securities or voting power of Pacira; |
• | any recapitalization, tender offer or exchange offer that if consummated would result in any person or group beneficially owning 20% or more of the outstanding Shares or other equity securities or voting power of Pacira; |
• | any merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or other similar transaction involving Pacira or its subsidiaries that if consummated would result in any person or group beneficially owning 20% or more of the outstanding Shares or other equity securities or voting power of Pacira; or |
• | any merger, consolidation, amalgamation, share exchange, business combination, recapitalization, reorganization or other similar transaction involving Pacira or its subsidiaries that if consummated would result in (i) any person or group (excluding pre-transaction stockholders of Pacira to the extent they hold equity securities or voting power of the surviving or resulting entity in substantially the same proportions as their ownership of Pacira immediately prior to such transaction) holding, directly or indirectly, 20% or more of the equity securities or voting power of the surviving or resulting entity, or (ii) pre-transaction stockholders of Pacira (as a group), to the extent they hold equity securities or voting power of the surviving or resulting entity in substantially the same proportions as their ownership of Pacira immediately prior to such transaction, holding, directly or indirectly, less than 80% of the equity securities or voting power of the surviving or resulting entity. |
• | promptly (and in any event within 24 hours after receipt thereof) notify Viatris of any inquiry, proposal or offer with respect to, or that would reasonably be expected to lead to, an Acquisition Proposal, or any request for information concerning Pacira from any person or group who have made, or would reasonably be expected to make, an Acquisition Proposal, in each case, which are received by Pacira or any of its representatives, including the identity of the person or group of persons making such Acquisition Proposal, request, inquiry, proposal or offer; |
• | provide to Viatris a summary of the available material terms and conditions and, solely to the extent actually in the possession or control of Pacira or its representatives, copies of any such Acquisition Proposal or any such inquiry, proposal or offer, including complete copies of any written agreements and financing documentation relating thereto (and any other documentation or written or electronic materials submitted, received, shared or otherwise exchanged in respect thereof); |
• | keep Viatris reasonably informed of any material developments, discussions or negotiations (including any amendments or proposed amendments to any material terms or conditions) regarding any such Acquisition Proposal or any such inquiry, proposal or offer on a prompt and timely basis; and |
• | upon the written request of Viatris, reasonably inform Viatris of the status and material terms (including any price or similar economic terms) of any such Acquisition Proposal or any such inquiry, proposal or offer. |
• | withdraw or withhold (or modify, change or qualify in a manner adverse to Viatris or Purchaser), or publicly propose to withdraw or withhold (or modify, change or qualify in a manner adverse to Viatris or Purchaser), the Pacira Board Recommendation; |
• | fail to include the Pacira Board Recommendation in the Schedule 14D-9 when mailed; |
• | adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal; |
• | approve, recommend or enter into, or propose publicly to approve, recommend or enter into, any letter of intent, acquisition agreement, agreement in principle or other contract relating to or providing for any Acquisition Proposal; |
• | fail to publicly reaffirm the Pacira Board Recommendation within five (5) Business Days of Viatris’ written request to do so following the public announcement of any Acquisition Proposal (or any material amendment to any Acquisition Proposal); |
• | in the case of a tender offer or exchange offer subject to Regulation 14D under the Exchange Act, fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, rejection of such tender offer or exchange offer within ten (10) Business Days of the commencement of such tender offer or exchange offer; or |
• | resolve or agree to do any of the foregoing. |
• | the Pacira Board determines in good faith, after consultation with Pacira’s financial advisors and outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Pacira Board under applicable law; |
• | Pacira has given Viatris prior written notice of its intention to consider making a Pacira Adverse Change Recommendation or terminating the Merger Agreement to accept such Superior Offer at least four (4) Business Days prior to making any such Pacira Adverse Change Recommendation or termination (a “Determination Notice”) (which notice will not constitute a Pacira Adverse Change Recommendation); |
• | Pacira has provided to Viatris all the material terms and conditions of such Acquisition Proposal and all other information required to be provided in connection therewith (as described above under subsection “—No Solicitation”), including copies of the definitive agreements and other applicable transaction documentation (including financing documentation) relating to such Acquisition Proposal; |
• | Pacira has given Viatris four (4) Business Days after Viatris’ receipt of the Determination Notice to propose revisions to the terms of the Merger Agreement or make another proposal, so that such Acquisition Proposal would cease to constitute a Superior Offer, and, to the extent requested by Viatris, has negotiated in good faith with Viatris and its representatives with respect to such proposed revisions or other proposal, if any; and |
• | at the end of such four (4) Business Day period, after consultation with Pacira’s financial advisors and outside legal counsel, the Pacira Board has determined in good faith, taking into account any revisions to the terms of the Merger Agreement or other proposal made by Viatris, that such Acquisition Proposal continues to constitute a Superior Offer and that the failure to make the Pacira Adverse Change Recommendation or terminate the Merger Agreement to accept such Superior Offer would continue to reasonably be expected to be inconsistent with the fiduciary duties of the Pacira Board under applicable law. |
• | the Pacira Board determines in good faith, after consultation with Pacira’s financial advisors and outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Pacira Board under applicable law; |
• | Pacira has given Viatris a Determination Notice at least four (4) Business Days prior to making any such Pacira Adverse Change Recommendation; |
• | Pacira has specified the Change in Circumstance in reasonable detail; |
• | Viatris has had four (4) Business Days after the Determination Notice to propose revisions to the terms of the Merger Agreement or make another proposal so that such Change in Circumstance would no longer necessitate a Pacira Adverse Change Recommendation, and, to the extent requested by Viatris, Pacira has negotiated in good faith with Viatris with respect to such proposed revisions or other proposal, if any; and |
• | at the end of such four (4) Business Day period, the Pacira Board, after consultation with Pacira’s financial advisors and outside legal counsel, taking into account the amendments proposed to the Merger Agreement and the transactions contemplated thereby by Viatris, if any, has determined in good faith that the failure to make the Pacira Adverse Change Recommendation in response to such Change in Circumstance would reasonably be expected to be inconsistent with the fiduciary duties of the Pacira Board under applicable law. |
• | by mutual written consent of Viatris and Pacira at any time prior to the Offer Acceptance Time; |
• | by either Viatris or Pacira if the Offer Acceptance Time has not occurred on or before midnight, Eastern Time, on April 8, 2027 (such date and time, as may be automatically extended as described in this clause, the “End Date”), provided that, if on April 8, 2027 all of the Offer Conditions, other than (A) the Regulatory Condition, (B) the Non-Prohibition Condition (solely to the extent the applicable Legal Restraint arises under antitrust law), (C) the Legal Restraint Condition and (D) those conditions that by their nature are to be satisfied at the time that the Offer expires (provided that such conditions would then be capable of being satisfied if the Offer Acceptance Time were to take place on such date), have been satisfied or waived by Viatris, then the End Date will automatically be extended until July 8, 2027 (except that neither Viatris nor Pacira may terminate the Merger Agreement pursuant to this clause in the event that such party’s material breach of any provision of the Merger Agreement has been the cause of, or resulted in, the Offer Acceptance Time not occurring on or prior to the End Date) (we refer to any termination of the Merger Agreement pursuant to this clause as an “End Date Termination”); |
• | by either Viatris or Pacira if a court of competent jurisdiction or other governmental body has issued an Order having the effect of permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of Shares pursuant to the Offer or the Merger or making consummation of the Offer or the Merger illegal and such Order has become final and nonappealable (except that neither Viatris nor Pacira, as applicable, may terminate the Merger Agreement pursuant to this clause in the event that such party’s material breach of any provision of the Merger Agreement has caused or resulted in the issuance of such final and nonappealable Order); |
• | by Viatris, at any time prior to the Offer Acceptance Time, if the Pacira Board has effected a Pacira Adverse Change Recommendation (we refer to any termination of the Merger Agreement pursuant to this clause as a “Change in Recommendation Termination”); |
• | by Viatris, at any time prior to the Offer Acceptance Time, if a breach of any representation or warranty made by Pacira and contained in the Merger Agreement or failure to perform any covenant or obligation in the Merger Agreement on the part of Pacira has occurred such that the Representations Condition or the Covenants Condition would not be satisfied and cannot be cured by Pacira by the End Date, or if capable of being cured, has not been cured within thirty (30) days of the date on which Viatris gives Pacira written notice of such breach or failure to perform (except that Viatris will not be permitted to terminate the Merger Agreement pursuant to this clause if either Viatris or Purchaser is then in material breach of any representation, warranty, covenant or obligation in the Merger Agreement) (we refer to any termination of the Merger Agreement pursuant to this clause as a “Pacira Breach Termination”); |
• | by Pacira, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”), if Pacira has complied in all material respects with the notice, negotiation and other requirements described above with respect to a Superior Offer under subsection “—Change of the Pacira Board Recommendation” and Pacira, prior to or concurrently with such termination, pays to Viatris the Termination Fee (see subsection “—Pacira Termination Fee”) (we refer to any termination of the Merger Agreement pursuant to this clause as a “Superior Offer Termination”); |
• | by Pacira, at any time prior to the Offer Acceptance Time, if a breach of any representation or warranty made by Viatris or Purchaser and contained in the Merger Agreement or failure to perform any covenant or obligation in the Merger Agreement on the part of Viatris or Purchaser has occurred, in each case if such breach or failure would reasonably be expected to prevent Viatris or Purchaser from consummating the transactions contemplated by the Merger Agreement and such breach or failure cannot be cured by Viatris or Purchaser, as applicable, by the End Date, or if capable of being cured, has not been cured within thirty (30) days of the date Pacira gives Viatris written notice of such breach or failure to perform |
• | by Pacira, at any time prior to the Offer Acceptance Time, in the event that (i) Purchaser has failed to commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer by October 30, 2026 or (ii) Purchaser has failed to purchase all Shares validly tendered (and not validly withdrawn) when required to do so in accordance with the terms of the Merger Agreement (except that Pacira will not be permitted to terminate the Merger Agreement pursuant to this clause in the event that Purchaser’s failure to commence the Offer is primarily due to Pacira’s material breach of the Merger Agreement). |
• | the Merger Agreement is terminated by Pacira pursuant to a Superior Offer Termination; |
• | the Merger Agreement is terminated by Viatris pursuant to a Change in Recommendation Termination; or |
• | (i) the Merger Agreement is terminated pursuant to an End Date Termination; (ii) after the date of the Merger Agreement and prior to such termination, there has been made known, proposed or communicated to the Pacira Board, or publicly disclosed, an Acquisition Proposal and such Acquisition Proposal has not been withdrawn (or, if such Acquisition Proposal was publicly disclosed, publicly withdrawn) prior to the time of the termination of the Merger Agreement; and (iii) within twelve (12) months of such termination, Pacira has either (1) consummated any Acquisition Proposal or (2) entered into any definitive agreement in respect of any Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such twelve (12)-month period) (except that for purposes of clause (iii), the references to “20%” and “80%” in the definition of “Acquisition Proposal” described above under subsection “—No Solicitation” will be deemed to be references to “50%”). |
Purpose of the Offer; Plans for Pacira. |
Certain Effects of the Offer. |
Dividends and Distributions. |
Conditions to the Offer. |
(a) | the number of Shares validly tendered (and not properly withdrawn) prior to the time that the Offer expires (but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as defined by Section 251(h)(6)(f) of the DGCL by the “depository,” as defined in Section 251(h)(6)(c) of the DGCL), together with the Shares then owned by Purchaser and its “affiliates” (as such term is defined in Section 251(h)(6)(a) of the DGCL), represents at least one (1) Share more than 50% of the then issued and outstanding Shares (the “Minimum Condition”); |
(b) (i) | specified representations and warranties of Pacira with respect to its capitalization must have been accurate in all respects, at and as of the Offer Acceptance Time, in each case as if made on and as of such time (except representations and warranties that by their terms speak specifically as of another date or time, in which case as of such other date or time), except for any de minimis inaccuracies; |
(ii) | specified representations and warranties of Pacira with respect to its corporate organization, organizational documents, authority, capitalization (other than the capitalization representations referred to in clause (b)(i) above), merger approval and brokers must have been true and correct (disregarding for this purpose all “Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) in all material respects at and as of the Offer Acceptance Time, in each case as if made on and as of such time (except representations and warranties that by their terms speak specifically as of another date or time, in which case as of such other date or time); |
(iii) | specified representations and warranties of Pacira with respect to the absence of any Material Adverse Effect since December 31, 2025 through the date of the Merger Agreement must have been true and correct in all respects at and as of the Offer Acceptance Time as if made on and as of such time; and |
(iv) | all of the other representations and warranties of Pacira set forth in the Merger Agreement (other than those referred to in clauses (b)(i), (b)(ii) or (b)(iii) above) must have been true and correct (disregarding for this purpose all “Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) in all respects at and as of the Offer Acceptance Time as if made on and as of such time (except representations and warranties that by their terms speak specifically as of another date or time, in which case as of such other date or time), except where the failure of any such representation or warranty to be so accurate has not had, and would not reasonably be expected to have, individually or in the aggregate, a “Material Adverse Effect” (as defined in the Merger Agreement and described in Section 11—“The Transaction Agreements”) (collectively, clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv), the “Representations Condition”); |
(c) | Pacira must have complied with or performed in all material respects all of the covenants and agreements it is required to comply with or perform at or prior to the Offer Acceptance Time (the “Covenants Condition”); |
(d) | since October 8, 2026, there has not been any Material Adverse Effect that is continuing as of the Offer Acceptance Time (the “MAE Condition”); |
(e) | the waiting period (or any extension thereof) applicable to the Offer under the HSR Act must have expired or been terminated, and any timing agreement with any governmental body applicable to the Offer or the Merger shall have expired or otherwise ceased to restrict the consummation of the Offer and the Merger (the “Regulatory Condition”); |
(f) | Viatris and Purchaser must have received a certificate executed on behalf of Pacira by Pacira’s Chief Executive Officer or Chief Financial Officer confirming that the Representations Condition, the Covenants Condition and the MAE Condition have been duly satisfied; |
(g) | there must not be in effect a Legal Restraint that directly or indirectly enjoins, restrains or otherwise prohibits, or makes illegal, the acquisition of or payment for Shares pursuant to the Offer, or the consummation of the Merger (the “Non-Prohibition Condition”); |
(h) | there must not be in effect any Legal Restraint imposing a Burdensome Condition, and there must not be pending any action, suit, charge, complaint, litigation, or arbitration brought by any governmental body of competent jurisdiction seeking a Legal Restraint prohibiting, or making illegal, any of the transactions contemplated by the Merger Agreement or to impose a Burdensome Condition; and |
(i) | the Merger Agreement must not have been terminated in accordance with its terms (the “Termination Condition”). |
Certain Legal Matters; Regulatory Approvals. |
• | within the later of the consummation of the Offer, which will occur on the date on which acceptance and payment for Shares occurs, and twenty days after the date of mailing of the notice of appraisal rights in the Schedule 14D-9, properly deliver to Pacira at the address indicated in the Schedule 14D-9, an effective demand in writing for appraisal of such Shares, which demand must reasonably inform Pacira of the identity of the stockholder or beneficial owner and that the stockholder or beneficial owner is demanding appraisal; |
• | not tender such Shares in the Offer (or if already tendered, properly and validly withdraw such Shares prior to the Offer Acceptance Time); |
• | continuously hold of record or beneficially own such Shares from the date on which the written demand for appraisal is made through the Effective Time; |
• | comply with the procedures of Section 262 of the DGCL for perfecting appraisal rights thereafter; |
• | unless Pacira or another holder or beneficial owner of Shares (or any other person who is the beneficial owner of Shares held either in a voting trust or by a nominee on behalf of such person) who has complied with the requirements of Section 262 of the DGCL and who is otherwise entitled to appraisal rights has done so, file a petition in the Delaware Court demanding a determination of the fair value of the Shares entitled to appraisal within 120 days after the Effective Time. Pacira is under no obligation to file any petition and has no intention of doing so; and |
• | in the case of a beneficial owner, the demand must (A) reasonably identify the holder of record of the shares for which the demand is made, (B) be accompanied by documentary evidence of such beneficial |
Fees and Expenses. |
Miscellaneous. |
Peach Purchaser Sub Inc. | |||
Name | Citizenship | Position at Viatris | ||||
W. Don Cornwell | United States | Director; Member, Audit Committee; Member, Compliance and Risk Oversight Committee; Member, Governance and Sustainability Committee | ||||
Frank D’Amelio | United States | Director; Chair, Compensation Committee; Member, Finance Committee | ||||
JoEllen Lyons Dillon | United States | Director; Member, Audit Committee; Member, Compensation Committee; Member, Executive Committee; Chair, Governance and Sustainability Committee | ||||
Elisha Finney | United States | Director; Member, Audit Committee; Member, Finance Committee | ||||
Leo Groothuis | Netherlands | Director; Member, Compliance and Risk Oversight Committee; Member, Executive Committee; Member, Governance and Sustainability Committee | ||||
Melina Higgins | United States | Chair, Board; Director; Chair, Executive Committee; Chair, Finance Committee | ||||
James M. Kilts | United States | Director; Member, Compensation Committee; Member, Finance Committee | ||||
Richard A. Mark | United States | Director; Chair, Audit Committee; Member, Finance Committee; Member, Compliance and Risk Oversight Committee; Member, Executive Committee | ||||
Mark W. Parrish | United States | Vice Chair, Board; Director; Chair, Compliance and Risk Oversight Committee; Member, Executive Committee; Member, Governance and Sustainability Committee; Member, Science and Technology Committee | ||||
Michael Severino | United States | Director; Chair, Science and Technology Committee; Member, Audit Committee | ||||
David Simmons | United States | Director; Member, Compensation Committee; Member, Science and Technology Committee | ||||
Scott A. Smith | Canada | Chief Executive Officer; Director; Member, Science and Technology Committee | ||||
Rogério Vivaldi Coelho | Brazil; United States | Director; Member, Compliance and Risk Oversight Committee; Member, Science and Technology Committee | ||||
Paul Campbell | United States | Interim Chief Financial Officer, Chief Accounting Officer & Corporate Controller | ||||
Andrew Enrietti | United States | Chief Administrative and Transformation Officer | ||||
Corinne Le Goff | France; United States | Chief Commercial Officer | ||||
Matthew Maletta | United States | Chief Legal Officer | ||||
Name | Citizenship | Position at Purchaser | ||||
Michael Rainerman | United States | Director; President | ||||
John Miraglia | United States | Director; Treasurer; Secretary | ||||

If delivering by hand, express mail, courier or other expedited service: | If delivering by mail: | ||
Equiniti Trust Company, LLC Attn: Onbase - Reorganization Department 1110 Centre Pointe Curve Suite # 101 Mendota Heights, MN 55120 | Equiniti Trust Company, LLC Operations Center Attn: Onbase - Reorganization Department 1110 Centre Pointe Curve Suite # 101 Mendota Heights, MN 55120 | ||
