Full Press Release Details
BioSciences to Acquire Flexion Therapeutics Further Expanding Leadership
Position in Non-Opioid Pain Management
Adds highly complementary ZILRETTA to Pacira commercial offering --
Combined portfolio offers end-to-end non-opioid solutions along the pain pathway --
Further enhances topline revenue growth; provides attractive potential synergies and expected to be accretive
to full-year 2022 earnings
and significantly accretive thereafter --
Pacira to host conference call today at 8:30 AM ET --
FL and BURLINGTON, MA, October 11, 2021 - Pacira BioSciences, Inc. (Nasdaq: PCRX), the industry leader in
its commitment to non-opioid pain management and regenerative health solutions, and Flexion Therapeutics, Inc. (Nasdaq: FLXN) today
announced a definitive agreement pursuant to which Pacira will acquire Flexion for $8.50 per share in cash, plus one non-tradeable contingent
value right (CVR) worth up to $8.00 per share in cash. The CVR is payable (subject to certain terms and conditions) in the event certain
sales and/or regulatory milestones are achieved, as set forth in more detail below. The transaction was unanimously approved by the board
of directors of each of Pacira and Flexion.
is a commercial-stage biopharmaceutical company focused on the development and commercialization of novel, local non-opioid therapies
for the treatment of patients with musculoskeletal conditions, including osteoarthritis (OA), postsurgical pain and low back pain. Approved
in 2017, Flexion's lead product, ZILRETTA (triamcinolone acetonide extended-release injectable suspension) is the
first and only FDA-approved treatment for OA knee pain utilizing extended-release microsphere technology.
acquisition is a major milestone in our strategy to build a robust offering of novel, non-opioid treatments to improve patient care along
the neural pain pathway while simultaneously providing us with a complementary commercial asset in ZILRETTA for the treatment of OA knee
pain," said Dave Stack, chairman and chief executive officer of Pacira. "We believe
the Flexion portfolio further solidifies Pacira as a leader in opioid-sparing pain management
as we continue to redefine the role of opioids as a last resort rescue medication. Importantly, this acquisition creates diversification
and growth to our topline while providing what we would expect to be meaningful synergies that should result in substantial near- and
long-term accretion to our cash flows and earnings."
shares our commitment to advancing non-opioid pain control and we believe it is ideally positioned to drive continued clinical and commercial
success of ZILRETTA, FX201, and FX301," said Michael Clayman, M.D., chief executive officer and co-founder of Flexion. "This
combination with Pacira offers Flexion stakeholders excellent prospects for value creation, particularly as the contingent value rights
provide the opportunity to continue to benefit from the ongoing success of Flexion's products and programs."
like to thank all of our employees - past and present -- for their extraordinary commitment and superb contributions that have
translated into ZILRETTA, a medicine that matters, getting to increasing numbers of patients in need and to a pipeline of potentially
transformative medicines," continued Dr. Clayman.
Transaction Rationale
the terms of the definitive agreement, Pacira will commence a tender offer to acquire all outstanding shares of Flexion for a purchase
price of $8.50 per share in cash, plus one non-tradeable CVR. The CVR will entitle Flexion stockholders to up to an additional $8.00
per share in cash payable (subject to certain terms and conditions) upon achievement of the following milestones:
milestones associated with each contingent cash payment must be achieved, if at all, on or before December 31, 2030. There can be
no assurance any payments will be made with respect to the CVR. The transaction is not subject to any financing condition and Pacira
will fund the transaction from its existing cash resources.
board of directors unanimously recommends that Flexion's stockholders tender their shares in the tender offer. Additionally, Flexion's
directors and executive officers, or their affiliates, have (subject to certain terms and conditions) agreed to tender their shares in
transaction is anticipated to close during the fourth quarter of 2021, subject to customary closing conditions, including receipt of
required regulatory approvals and the tender of a majority of the outstanding shares of Flexion's common stock. Following the successful
closing of the tender offer, Pacira will acquire any shares of Flexion that are not tendered in the tender offer through a second-step
merger at the same consideration as paid in the tender offer.
Quarter Performance and Guidance Update
Pacira and Flexion are providing the following preliminary unaudited results and updates for the third quarter of 2021. The
financial information included in this press release is preliminary, unaudited, and subject to adjustment. It does not present all information
necessary for an understanding of either company's financial results for the third quarter or full year 2021.
Morgan Securities LLC acted as financial advisor to Pacira and Perkins Coie LLP is serving as its legal advisor. Lazard acted as lead
financial advisor and Goldman Sachs also acted as financial advisor to Flexion. Cooley LLP is serving as Flexion's legal advisor.
Pacira management team will host a conference call today at 8:30 AM ET to discuss the proposed transaction. To participate in the
conference call, dial 1-877-845-0779 and provide the passcode 9675803. International callers may dial 1-720-545-0035 and use the same
passcode. In addition, a live audio of the conference call will be available as a webcast. Interested parties can access the event through
the "Events" page on the Pacira website at investor.pacira.com.
those unable to participate in the live call, a replay will be available at 1-855-859-2056 (domestic) or 1-404-537-3406 (international)
using the passcode 9675803. The replay of the call will be available for two weeks from the date of the live call. The webcast will be
available on the Pacira website for approximately two weeks following the call.
BioSciences, Inc. (Nasdaq: PCRX) is the industry leader in its commitment to non-opioid pain management and regenerative health
solutions to improve patients' journeys along the neural pain pathway. The company's long-acting local analgesic, EXPAREL
(bupivacaine liposome injectable suspension) was commercially launched in the United States in April 2012. EXPAREL utilizes DepoFoam ,
a unique and proprietary product delivery technology that encapsulates drugs without altering their molecular structure and releases
them over a desired period of time. In April 2019, Pacira acquired the iovera system, a handheld cryoanalgesia device used
to deliver precise, controlled doses of cold temperature only to targeted nerves. To learn more about Pacira, including the corporate
mission to reduce overreliance on opioids, visit www.pacira.com.
Therapeutics (Nasdaq: FLXN) is a biopharmaceutical company focused on the development and commercialization of novel, local therapies
for the treatment of patients with musculoskeletal conditions, beginning with osteoarthritis (OA), , the most common form of arthritis.
The company's approved product, ZILRETTA , is the first and only extended-release, intra-articular, or IA (meaning in the joint),
injection indicated for the management of OA knee pain. ZILRETTA is a non-opioid therapy that employs a proprietary microsphere technology
to provide effective pain relief. To learn more about Flexion, please visit flexiontherapeutics.com.
(bupivacaine liposome injectable suspension) is indicated in patients 6 years of age and older for single-dose infiltration to produce
postsurgical local analgesia, and in adults as an interscalene brachial plexus nerve block to produce postsurgical regional analgesia.
Safety and efficacy have not been established in other nerve blocks. Since its launch, EXPAREL has been used in over nine million patients.
The product combines bupivacaine with DepoFoam , a proven product delivery technology that delivers medication over a
desired time period. EXPAREL represents the first and only multivesicular liposome local anesthetic that can be utilized in the peri-
or postsurgical setting. By utilizing the DepoFoam platform, a single dose of EXPAREL delivers bupivacaine over time, providing significant
reductions in cumulative pain scores with up to a 78 percent decrease in opioid consumption; the clinical benefit of the opioid reduction
was not demonstrated. Additional information is available at www.EXPAREL.com.
Safety Information about EXPAREL for Patients
should not be used in obstetrical paracervical block anesthesia. In studies in adults where EXPAREL was injected into a wound, the most
common side effects were nausea, constipation, and vomiting. In studies in adults where EXPAREL was injected near a nerve, the most common
side effects were nausea, fever, and constipation. In the study where EXPAREL was given to children, the most common side effects were
nausea, vomiting, constipation, low blood pressure, low number of red blood cells, muscle twitching, blurred vision, itching, and rapid
heartbeat. EXPAREL can cause a temporary loss of feeling and/or loss of muscle movement. How much and how long the loss of feeling and/or
muscle movement depends on where and how much of EXPAREL was injected and may last for up to 5 days. EXPAREL is not recommended to be
used in patients younger than 6 years old for injection into the wound, for patients younger than 18 years old for injection near a nerve,
and/or in pregnant women. Tell your health care provider if you or your child has liver disease, since this may affect how the active
ingredient (bupivacaine) in EXPAREL is eliminated from the body. EXPAREL should not be injected into the spine, joints, or veins. The
active ingredient in EXPAREL can affect the nervous system and the cardiovascular system; may cause an allergic reaction; may cause damage
if injected into the joints; and can cause a rare blood disorder.
iovera system is used to destroy tissue during surgical procedures by applying freezing cold. It can also be used to produce lesions
in peripheral nervous tissue by the application of cold to the selected site for the blocking of pain. It is also indicated for the relief
of pain and symptoms associated with osteoarthritis of the knee for up to 90 days. In one study, the majority of the patients suffering
from osteoarthritis of the knee experienced pain and system relief beyond 150 days. The iovera system's "1 90"
Smart Tip configuration (indicating one needle which is 90 mm long) can also facilitate target nerve location by conducting electrical
nerve stimulation from a separate nerve stimulator. The iovera system is not indicated for treatment of central nervous system tissue.
Safety Information for iovera
iovera system is contraindicated for use in patients with the following: Cryoglobulinemia; Paroxysmal cold hemoglobinuria; cold
urticaria; Raynaud's disease; open and/or infected wounds at or near the treatment line. Potential complications: As with any surgical
treatment that uses needle-based therapy, there is potential for temporary site-specific reactions, including but not limited to: bruising