Viatris pays $36.50 cash for Pacira; holders now bet the deal closes

Pacira sells two drugs used around surgery and joint pain. Exparel is a long-acting numbing drug that doctors inject during surgery to cut pain afterward. Zilretta is a slow-release steroid shot for knee arthritis. [C134][C134] Form 10-K, BusinessEXPAREL-our flagship product-is a long-acting, local analgesic currently approved for postsurgical pain managementPacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C135][C135] Form 10-K, BusinessZILRETTA is an extended-release, intra-articular, or IA (meaning in the joint), corticosteroid injection indicated for the management of osteoarthritis, or OA, knee painPacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm Exparel made 79% of Pacira's 2025 revenue. [C126][C126] Form 10-K, Businessnet product sales of EXPAREL accounted for 79%, 78% and 80% of our total revenuesPacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm Exparel competes with generic numbing drugs such as bupivacaine. Since 2025, Medicare pays hospitals and surgery centers 106% of its average price. [C132][C132] Form 10-K, CompetitionEXPAREL also competes with currently marketed non-opioid products such as bupivacaine, marcaine, ropivacainePacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C130][C130] Form 10-K, Government Regulationeffective January 1, 2025. The reimbursement rate for EXPAREL equates to 106% of the average sales price (ASP +6%) in the HOPD and ASC environments.Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm

Sales grow slowly, and profit is thin. Revenue was about $726 million in 2025. [C120][C120] Form 10-K, income statementTotal revenues 726,411 700,966 674,978Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm Operating profit by standard rules was about $19 million. That profit included a one-time $23.1 million court gain. The court made the Research Development Foundation, or RDF, repay royalties, and RDF has appealed. [C121][C121] Form 10-K, income statementIncome (loss) from operations 19,191 (73,371) 87,675Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C202][C202] Form 10-Q, Note 17, Research Development Foundationdeclaring that RDF is required to repay Pacira $23.1 million in royaltiesPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C200][C200] Form 10-Q, Note 17, Research Development Foundation$23.1 million was recorded within other operating expenses, net and $5.2 million was recorded within interest income in the three months ended September 30, 2025Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C201][C201] Form 10-Q, Note 17, Research Development FoundationA consolidated appeal is pending.Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm It also absorbed two one-time charges. One was a $25.9 million write-down of the Zilretta shoulder program, and the other a $7.0 million patent settlement. Leaving out all three, operating profit was about $29 million, our math. [C210][C210] Form 10-K, Note on intangible assetsAn impairment of $25.9 million was recognized within contingent consideration gains, acquisition-related expenses, restructuring and other in the consolidated statements of operations for the three months ended September 30, 2025Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C211][C211] Form 10-K, results of operationsIn 2025, we recognized legal settlement costs of $7.0 million related to the settlement of the patent infringement suits against the eVenus ANDA FilersPacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C121][C121] Form 10-K, income statementIncome (loss) from operations 19,191 (73,371) 87,675Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C200][C200] Form 10-Q, Note 17, Research Development Foundation$23.1 million was recorded within other operating expenses, net and $5.2 million was recorded within interest income in the three months ended September 30, 2025Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm In the second quarter, revenue rose 6% to $192.4 million. Exparel sales rose 3% to $147.8 million. [C100][C100] Second quarter results releaseTotal revenues were $192.4 million in the second quarter of 2026, a 6 percent increase over the $181.1 million reported for the second quarter of 2025.Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C101][C101] Second quarter results releaseEXPAREL net product sales were $147.8 million in the second quarter of 2026, a 3 percent increasePacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm Volume grew 4%, but a shift in vial mix and bigger discounts to hospital buying groups ate part of it. Zilretta sales rose 4% to $32.6 million. [C102][C102] Second quarter results releaseSecond quarter volume growth of 4 percent was partially offset by a shift in vial mix and the expansion of discount contracting programs related to group purchasing organizations (GPOs).Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C103][C103] Second quarter results releasenet product sales were $32.6 million in the second quarter of 2026, a 4 percent increasePacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm Adjusted EBITDA fell to $48.7 million from $54.3 million a year earlier. Operating profit fell to about $4 million from about $8 million. Pacira expects 2026 revenue of $735 million to $760 million. [C104][C104] Second quarter results releaseAdjusted EBITDA was $48.7 million in the second quarter of 2026, compared to $54.3 million in the second quarter of 2025.Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C106][C106] Second quarter results release, income statementIncome from operations 4,267 8,499 11,169 10,489Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C108][C108] Second quarter results release, guidanceTotal revenue of $735 million to $760 millionPacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm

Most of the adjusted profit never reaches net income. Adjusted EBITDA adds back interest, taxes, depreciation and amortization, plus stock pay and deal costs. Stock pay alone was $15 million in the second quarter. [C115][C115] Second quarter results release, non-GAAP informationEBITDA (earnings before interest, taxes, depreciation and amortization) and adjusted EBITDAPacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C116][C116] Second quarter results release, adjusted EBITDA reconciliationDivestiture and acquisition-related expenses 6,516 2,098 7,396 3,960Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C109][C109] Second quarter results release, adjusted EBITDA reconciliationStock-based compensation 14,958 15,472 28,497 30,025Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm In the year to June 30, adjusted EBITDA was $177 million. Operating profit was about $20 million and net income about $15 million, our math. [C51][C51] Joint press releasePacira generated approximately $746 million in total revenue and approximately $177 million in adjusted EBITDA during the last twelve months ended June 30, 2026Joint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C121][C121] Form 10-K, income statementIncome (loss) from operations 19,191 (73,371) 87,675Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C106][C106] Second quarter results release, income statementIncome from operations 4,267 8,499 11,169 10,489Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C122][C122] Form 10-K, income statementNet income (loss) $7,034 $ (99,560) $41,955Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C111][C111] Second quarter results release, income statementNet income (loss) $4,653 $ (4,847) $7,569 $ (35)Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm Both include the $23.1 million court gain and the $25.9 million Zilretta write-down. Leaving out both, operating profit over that year was about $23 million, our math. [C200][C200] Form 10-Q, Note 17, Research Development Foundation$23.1 million was recorded within other operating expenses, net and $5.2 million was recorded within interest income in the three months ended September 30, 2025Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C210][C210] Form 10-K, Note on intangible assetsAn impairment of $25.9 million was recognized within contingent consideration gains, acquisition-related expenses, restructuring and other in the consolidated statements of operations for the three months ended September 30, 2025Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C121][C121] Form 10-K, income statementIncome (loss) from operations 19,191 (73,371) 87,675Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C106][C106] Second quarter results release, income statementIncome from operations 4,267 8,499 11,169 10,489Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm Second-quarter net income of $4.7 million got help from a $6.4 million tax benefit. Pre-tax income was just $2.6 million. [C113][C113] Second quarter results releaseGAAP net income was $4.7 millionPacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C105][C105] Second quarter results release, reconciliationRelease of valuation allowance on deferred tax assets (6,397)Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C112][C112] Second quarter results release, income statementIncome (loss) before income taxes 2,555 (1,927) 7,553 6,779Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm Cash flow is stronger. Operating cash flow less equipment spending was about $179 million over the same year, our math. That includes a one-time $28.3 million court payment received in July 2025. [C124][C124] Form 10-K, cash flow statementNet cash provided by operating activities 151,994 189,389 154,649Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C125][C125] Form 10-K, cash flow statementPurchases of fixed assets (15,333) (10,636) (15,161)Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C90][C90] Form 10-Q, cash flowsOperating activities $83,140 $47,471Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C91][C91] Form 10-Q, investing activities$4.1 million of capital expendituresPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C92][C92] Form 10-Q, investing activities$11.2 million of capital expendituresPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C93][C93] Form 10-Q, Note 17In July 2025, the Company received a $28.3 million cash paymentPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm First-half operating cash flow rose to $83.1 million from $47.5 million. Pacira says that was mainly because it had built up inventory in 2025. [C96][C96] Form 10-Q, operating activitiesnet cash provided by operating activities was $83.1 million, compared to $47.5 millionPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C97][C97] Form 10-Q, operating activitiesThe increase of $35.7 million was primarily attributable to an initiative to increase inventory days on hand in 2025Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm

The balance sheet is light. At June 30, Pacira held $251 million of cash and investments. On July 31, it got $73.6 million more for selling its iovera device unit. [C107][C107] Second quarter results releasePacira ended the second quarter of 2026 with cash, cash equivalents and available-for-sale investments ("cash") of $251.0 million.Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C80][C80] Form 10-Q, Note 3The Transaction closed on July 31, 2026 in which the Company received cash of $73.6 millionPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm It owed $287.5 million of convertible notes, which are bonds that can turn into stock. They pay 2.125%, come due May 15, 2029 and convert at $39.56 a share. [C23][C23] Merger agreement, Section 4.4(d)there was $287,500,000 aggregate principal amount of the Company Convertible NotesAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C70][C70] Form 10-Q, Note 10, Debt2.125% Convertible senior notes due May 2029 $282,124 $281,189 Revolving Credit Facility 81,000 91,000Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C71][C71] Form 10-Q, Note 10, DebtThe 2029 Notes mature on May 15, 2029.Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C72][C72] Form 10-Q, Note 10, Debtequivalent to an initial conversion price of $39.56 per sharePacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm It also owed $81 million on a $300 million bank credit line secured by nearly all its assets. That loan costs about 6.7% and is due July 3, 2030. [C70][C70] Form 10-Q, Note 10, Debt2.125% Convertible senior notes due May 2029 $282,124 $281,189 Revolving Credit Facility 81,000 91,000Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C75][C75] Form 10-Q, Note 10, Debtin an aggregate commitment amount of $300.0 millionPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C79][C79] Form 10-Q, Note 10, DebtThe credit facility is secured by substantially all of the Company's and each subsidiary guarantor's assetsPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C77][C77] Form 10-Q, Note 10, Debtat an approximate all-in rate of 6.72%Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C76][C76] Form 10-Q, Note 10, Debtis scheduled to mature on July 3, 2030Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm Debt minus cash was about $117.5 million at June 30, or about 0.7 times adjusted EBITDA. Interest cost $15.5 million over the year, and adjusted EBITDA covered it 11 times. [C23][C23] Merger agreement, Section 4.4(d)there was $287,500,000 aggregate principal amount of the Company Convertible NotesAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C70][C70] Form 10-Q, Note 10, Debt2.125% Convertible senior notes due May 2029 $282,124 $281,189 Revolving Credit Facility 81,000 91,000Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C107][C107] Second quarter results releasePacira ended the second quarter of 2026 with cash, cash equivalents and available-for-sale investments ("cash") of $251.0 million.Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C51][C51] Joint press releasePacira generated approximately $746 million in total revenue and approximately $177 million in adjusted EBITDA during the last twelve months ended June 30, 2026Joint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C123][C123] Form 10-K, income statementInterest expense (17,446) (16,569) (20,306)Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C110][C110] Second quarter results release, income statementInterest expense (3,622) (4,695) (7,321) (9,275)Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm Operating profit covered it about 1.3 times. With both the court gain and the $25.9 million Zilretta write-down taken out, it covered it about 1.5 times, our math. [C121][C121] Form 10-K, income statementIncome (loss) from operations 19,191 (73,371) 87,675Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C106][C106] Second quarter results release, income statementIncome from operations 4,267 8,499 11,169 10,489Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C123][C123] Form 10-K, income statementInterest expense (17,446) (16,569) (20,306)Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C110][C110] Second quarter results release, income statementInterest expense (3,622) (4,695) (7,321) (9,275)Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C200][C200] Form 10-Q, Note 17, Research Development Foundation$23.1 million was recorded within other operating expenses, net and $5.2 million was recorded within interest income in the three months ended September 30, 2025Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C210][C210] Form 10-K, Note on intangible assetsAn impairment of $25.9 million was recognized within contingent consideration gains, acquisition-related expenses, restructuring and other in the consolidated statements of operations for the three months ended September 30, 2025Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm Pacira was meeting all its loan terms at June 30. It also owes former Flexion holders up to $372.3 million if certain regulatory and commercial milestones are met by the end of 2030. It carries that debt at only $17.5 million. [C78][C78] Form 10-Q, Note 10, Debtthe Company was in compliance with all covenants under the Credit AgreementPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C87][C87] Form 10-Q, Note 11could aggregate up to a total of $372.3 million if certain regulatory and commercial milestones are metPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C203][C203] Form 10-Q, Note 11limited to those milestones achieved through December 31, 2030Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C88][C88] Form 10-Q, Note 11contingent consideration liability related to the Flexion Acquisition in the amount of $17.5 millionPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm Viatris takes on this debt, and the merger deal makes it keep honoring the audit terms of the Flexion payment deal. Zilretta's supply contract with Patheon UK, a British maker, lets either side pass it to an acquirer without the other's consent. [C204][C204] Merger agreement, Section 7.15Throughout the term of the Flexion CVR Agreement, Parent shall, and shall cause its Subsidiaries to, comply with the terms of Section 4.5(a) of the Flexion CVR AgreementAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C222][C222] Manufacturing and Supply Agreement, preamblePatheon UK Limited, a company incorporated in England and WalesManufacturing and Supply Agreement between Flexion Therapeutics and Patheon UK, Exhibit 10.46 to Pacira's 2025 Form 10-KOpen exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/ex1046.htm [C223][C223] Manufacturing and Supply Agreement, assignmenteither Party may assign this Agreement to an Affiliate or to an acquirer or successor in interest in connection with a Change of Control of such Party without the prior written consent of the other PartyManufacturing and Supply Agreement between Flexion Therapeutics and Patheon UK, Exhibit 10.46 to Pacira's 2025 Form 10-KOpen exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/ex1046.htm

Exparel's patents run to January 22, 2041, and newer manufacturing patents to July 2, 2044, but generics come sooner. A 2025 settlement lets three generic makers sell limited amounts from early 2030. [C128][C128] Form 10-K, Intellectual Propertyhave an expiration date of January 22, 2041Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C205][C205] Form 10-K, Intellectual PropertyAll seven patents issued between 2024 and 2025 have an expiration date of July 2, 2044.Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C83][C83] Form 10-Q, Note 17beginning on a confidential date that is sometime in early 2030Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm Their share of American volume starts in the high single digits, reaches the low thirties percent in 2033 and peaks in the high thirties percent. They may sell without limit from 2039. Pacira is also suing two more generic makers, WhiteOak and Qilu, and Zilretta's patents end in 2031. [C217][C217] Form 10-Q, Note 17they begin at a high single-digit percentage of the total volumes distributed in the U.S. marketPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C84][C84] Form 10-Q, Note 17until reaching a percentage in the low thirties in 2033Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C218][C218] Form 10-Q, Note 17before reaching a maximum percentage in the high thirties of the total volumes distributed in the U.S.Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C94][C94] Form 10-Q, Note 17an unlimited quantity of a generic bupivacaine liposome injectable suspension in the U.S. beginning on a confidential date in 2039Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C85][C85] Form 10-Q, Note 17the Company filed a patent infringement suit against WhiteOak and QiluPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C129][C129] Form 10-K, Intellectual PropertyOur U.S. ZILRETTA patents have expiration dates in 2031.Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm

Pacira's own plan pointed higher. By 2030, it aims for more than three million patients a year and double-digit yearly growth in product revenue. It reached 2.5 million patients in 2025. [C137][C137] Form 10-K, Strategyfive key objectives that we intend to achieve by 2030Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C138][C138] Form 10-K, Strategy(i) deliver our products to more than three million patients annually; (ii) grow product revenues by a double-digit compounded annual growth ratePacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C139][C139] Form 10-K, StrategyIn 2025, we reached 2.5 million patientsPacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm First results from part of a mid-stage trial of its knee arthritis gene therapy are expected by the end of 2026. These are goals and hopes, not results, and holders who tender give up any upside from them. [C114][C114] Second quarter results release, business highlightsEnrollment in Part A concluded in June, with topline data expected by the end of 2026.Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm

The stock had done poorly: a $100 stake at the end of 2020 was worth $43.25 at the end of 2025. [C133][C133] Form 10-K, Item 5, performance graphCumulative Total Return as of December 31, 2020 2021 2022 2023 2024 2025 Pacira BioSciences, Inc. (PCRX) $100.00 $100.55 $64.52 $56.38 $31.48 $43.25Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm DOMA Perpetual, a holder with 6.8% at the time, urged a sale in a November 2025 letter. It said a deal at about $2.7 billion was doable and could be worth about $66 a share or more. In its latest filing, DOMA's group reported 7.3%. [C190][C190] DOMA Perpetual letter, November 10, 2025DOMA Controls 6.8% of Pacira Common StockDOMA Perpetual via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/doma-perpetual-sends-letter-calling-for-the-board-of-directors-of-pacira-biosciences-inc-to-immediately-explore-a-sale-of-the-business-302610863.html [C191][C191] DOMA Perpetual letter, November 10, 2025urging the Board to hire bankers and conduct a full sale process of the companyDOMA Perpetual via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/doma-perpetual-sends-letter-calling-for-the-board-of-directors-of-pacira-biosciences-inc-to-immediately-explore-a-sale-of-the-business-302610863.html [C192][C192] DOMA Perpetual letter, November 10, 2025we estimate a deal at around $2.7 billion valuation would be very doable and could lead to a valuation of approximately $66/share or moreDOMA Perpetual via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/doma-perpetual-sends-letter-calling-for-the-board-of-directors-of-pacira-biosciences-inc-to-immediately-explore-a-sale-of-the-business-302610863.html [C170][C170] Schedule 13D/A cover page, Pedro EscuderoAggregate amount beneficially owned by each reporting person 2,936,794.00 12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) 13 Percent of class represented by amount in Row (11) 7.3%DOMA Perpetual Capital Management Schedule 13D/A on Pacira BioSciences, filed March 12, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000101143826000180/xslSCHEDULE_13D_X01/primary_doc.xml At the June 9 annual meeting, holders backed the board. Its nominee Christopher Christie won about 25 million votes, while a DOMA nominee won about 4.6 million. [C163][C163] Form 8-K, Item 5.07On June 9, 2026, the Company held the Annual MeetingPacira BioSciences Form 8-K with 2026 annual meeting vote results, filed June 11, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026042525/pcrx-20260609.htm [C160][C160] Form 8-K, Item 5.07Christopher J. Christie 24,963,961 7,675,321Pacira BioSciences Form 8-K with 2026 annual meeting vote results, filed June 11, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026042525/pcrx-20260609.htm [C161][C161] Form 8-K, Item 5.07Oliver Benton Curtis III 4,614,368 28,024,482Pacira BioSciences Form 8-K with 2026 annual meeting vote results, filed June 11, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026042525/pcrx-20260609.htm

Pacira bought back its own shares at low prices. It bought about 5.9 million shares for $151.4 million in 2025. In the first quarter of 2026, it bought about 2.2 million more at an average of $22.28. [C136][C136] Form 10-K, stockholders equitywe repurchased 5,936,798 shares of our common stock through open market transactions for $151.4 millionPacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C140][C140] Form 10-Q for the first quarter, Part II, Item 2Total 2,244,553 $22.28Pacira BioSciences quarterly report on Form 10-Q for the quarter ended March 31, 2026, filed April 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026028871/pcrx-20260331.htm [C81][C81] Form 10-Q, Note 12the Company repurchased 2,244,553 shares of its common stock through open market transactions for $50.4 millionPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm It closed at $25.37 on June 30. Our price data shows closes of $24.075 on September 15, $25.67 on September 29 and $25.19 on October 7. We could not confirm the stock's high and low for the past year. [C89][C89] Form 10-Q, Note 11$25.37 per share on June 30, 2026, compared to a conversion price of $39.56 per sharePacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C181][C181] IEX closing pricesPCRX closed at $24.075 on September 15, 2026 (IEX)IEX closing prices for PCRX, September 15 to October 7, 2026Open source ↗https://iextrading.com/trading/market-data/ [C182][C182] IEX closing pricesPCRX closed at $25.67 on September 29, 2026 (IEX)IEX closing prices for PCRX, September 15 to October 7, 2026Open source ↗https://iextrading.com/trading/market-data/ [C180][C180] IEX closing pricesPCRX closed at $25.19 on October 7, 2026 (IEX)IEX closing prices for PCRX, September 15 to October 7, 2026Open source ↗https://iextrading.com/trading/market-data/

Today's price leaves little room. An officer's sale notice filed October 8 valued her shares at about $36.32, so a buyer there can make about 18 cents a share. If the deal closes by year-end as planned, that gap pays about 2% a year; if it runs to April 8, 2027, about 1% a year. [C150][C150] Form 144, securities information6000 217920.00 39861886 10/08/2026 NASDAQForm 144 notice of proposed sale by Pacira officer Lauren Riker, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000195917326007312/xsl144X01/primary_doc.xml [C1][C1] Form 8-K, Item 1.01at an offer price of $36.50 per Share in cash, net of applicable withholding taxes and without interestPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C53][C53] Joint press release, termsThe transaction is expected to close by the end of 2026.Joint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C206][C206] Form 10-Q, Note 12has an expiration date of December 31, 2026Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C25][C25] Merger agreement, Section 9.1(b)(i)on or before midnight, Eastern Time, on April 8, 2027Agreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm Both are well below the 5.276% that 10-year Treasury bonds yielded on October 7. [C193][C193] Wall Street Journal markets newsletter, October 7, 2026The 10-year finished the session at 5.276%The Wall Street Journal · Read October 8, 2026Open source ↗https://www.wsj.com/finance/stocks/auction-action-calms-treasurys-1a49b93c

Each Pacira share becomes $36.50 in cash, through a tender offer and then a merger. Holders who do not tender get the same price in the merger, which needs no shareholder vote. [C1][C1] Form 8-K, Item 1.01at an offer price of $36.50 per Share in cash, net of applicable withholding taxes and without interestPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C3][C3] Form 8-K, Item 1.01with no shareholder vote required to consummate the MergerPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm Stock units are paid in cash at $36.50 a share, and options pay the gap between $36.50 and their strike price. Options priced at $36.50 or more are canceled for nothing. [C12][C12] Form 8-K, Item 1.01, equity awardsShares issuable in settlement of such Company RSU, multiplied by (ii) the Offer PricePacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C8][C8] Form 8-K, Item 1.01, equity awardsany Company Option that has an exercise price per Share that is greater than or equal to the Offer Price shall be canceled at the Effective Time without any consideration payablePacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm Pacira had about 39.9 million shares on October 7. Staff held about 4.5 million stock units and up to about 0.5 million performance units. At $36.50, those come to about $1.64 billion, our math. [C20][C20] Merger agreement, Section 4.4(a)39,912,226 shares have been issued and are outstanding as of the close of business on the Reference DateAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C22][C22] Merger agreement, Section 4.4(c)5,953,578 Shares are subject to issuance pursuant to outstanding Company Options; (ii) 4,537,271 Shares are subject to or otherwise deliverable in connection with outstanding Company RSUs; (iii) 202,112 and 505,278 Shares are subject to or otherwise deliverable in connection with outstanding Company PSUs, assuming target and maximum level of performance under such Company PSUs, respectivelyAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm The companies put the equity value at $1.65 billion; they do not show the share count behind it. [C50][C50] Joint press releaserepresenting an aggregate equity value of $1.65 billionJoint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm

The deal costs more once debt and cash count. If the deal closed at $36.50, each $1,000 note would convert into about 30.4 shares, worth about $1,110. All the notes would then take about $319 million. [C23][C23] Merger agreement, Section 4.4(d)there was $287,500,000 aggregate principal amount of the Company Convertible NotesAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C24][C24] Merger agreement, Section 4.4(d)is equal to $36.50 per Share on each such trading day), the Conversion Rate (as defined in the Indenture) for the Company Convertible Notes would have been equal to 30.4148 shares of Company Common Stock per $1,000 of outstanding principal amountAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm Then add the $81 million bank loan. Subtract June's $251 million of cash and the $73.6 million from the iovera sale. That gives an enterprise value, the price plus debt minus cash, of about $1.73 billion, our math. [C70][C70] Form 10-Q, Note 10, Debt2.125% Convertible senior notes due May 2029 $282,124 $281,189 Revolving Credit Facility 81,000 91,000Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C107][C107] Second quarter results releasePacira ended the second quarter of 2026 with cash, cash equivalents and available-for-sale investments ("cash") of $251.0 million.Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C80][C80] Form 10-Q, Note 3The Transaction closed on July 31, 2026 in which the Company received cash of $73.6 millionPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C50][C50] Joint press releaserepresenting an aggregate equity value of $1.65 billionJoint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm Pacira's $746 million of revenue and $177 million of adjusted EBITDA still include iovera. It has since sold that unit. Iovera had about $26.5 million of sales in that year, so revenue without it was about $720 million, our math. [C51][C51] Joint press releasePacira generated approximately $746 million in total revenue and approximately $177 million in adjusted EBITDA during the last twelve months ended June 30, 2026Joint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C212][C212] Form 10-K, revenue tableiovera° 24,178 22,813 6%Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C213][C213] Second quarter results release, income statementiovera° (1) 6,806 5,588 12,982 10,711Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm That makes the price about 2.4 times revenue without iovera, and a little above 9.7 times adjusted EBITDA. Leaving out the one-time $28.3 million court payment, it is about 11.4 times cash flow after equipment spending. Viatris's own figure, equity value over the full $177 million, is about 9.3 times. [C51][C51] Joint press releasePacira generated approximately $746 million in total revenue and approximately $177 million in adjusted EBITDA during the last twelve months ended June 30, 2026Joint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C212][C212] Form 10-K, revenue tableiovera° 24,178 22,813 6%Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C213][C213] Second quarter results release, income statementiovera° (1) 6,806 5,588 12,982 10,711Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C50][C50] Joint press releaserepresenting an aggregate equity value of $1.65 billionJoint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C124][C124] Form 10-K, cash flow statementNet cash provided by operating activities 151,994 189,389 154,649Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C125][C125] Form 10-K, cash flow statementPurchases of fixed assets (15,333) (10,636) (15,161)Pacira BioSciences annual report on Form 10-K for 2025, filed February 26, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026012297/pcrx-20251231.htm [C90][C90] Form 10-Q, cash flowsOperating activities $83,140 $47,471Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C91][C91] Form 10-Q, investing activities$4.1 million of capital expendituresPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C92][C92] Form 10-Q, investing activities$11.2 million of capital expendituresPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C93][C93] Form 10-Q, Note 17In July 2025, the Company received a $28.3 million cash paymentPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm

For Viatris, this is a modest deal. It reported $3.8 billion of revenue and $1.2 billion of adjusted EBITDA in its second quarter alone. It expects $1.9 billion to $2.1 billion of operating cash flow in 2026. [C194][C194] Viatris second-quarter 2026 results releaseDelivers Total Revenues of $3.8 BillionViatris via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/viatris-reports-second-quarter-2026-financial-results-302844345.html [C195][C195] Viatris second-quarter 2026 results releaseAdjusted EBITDA was $1.2 BillionViatris via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/viatris-reports-second-quarter-2026-financial-results-302844345.html [C196][C196] Viatris second-quarter 2026 results releaseU.S. GAAP net cash provided by operating activities for 2026 is estimated to be between $1.9 billion and $2.1 billion, with a midpoint of approximately $2.0 billionViatris via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/viatris-reports-second-quarter-2026-financial-results-302844345.html The $1.65 billion price is about 82% of that midpoint. Viatris plans to pay mostly from excess cash plus short-term borrowing. It expects little change to its gross leverage ratio, its debt divided by yearly adjusted EBITDA, which was 2.9x after its second quarter. [C50][C50] Joint press releaserepresenting an aggregate equity value of $1.65 billionJoint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C196][C196] Viatris second-quarter 2026 results releaseU.S. GAAP net cash provided by operating activities for 2026 is estimated to be between $1.9 billion and $2.1 billion, with a midpoint of approximately $2.0 billionViatris via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/viatris-reports-second-quarter-2026-financial-results-302844345.html [C52][C52] Joint press release, Viatris finance chiefwe expect to fund the transaction primarily from excess cash with the remainder from short-term borrowings. As such, we expect the transaction will have minimal impact on our gross leverage ratioJoint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C197][C197] Viatris second-quarter 2026 results releasereduced our gross leverage ratio to 2.9xViatris via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/viatris-reports-second-quarter-2026-financial-results-302844345.html The offer has no financing condition, so Viatris cannot walk away because it fails to borrow. Viatris says the deal adds to its own adjusted guidance measures from the start. [C61][C61] Viatris Schedule TO-C, Item 1.01Consummation of the Offer is not subject to a financing condition.Viatris Schedule TO-C on its planned tender offer for Pacira BioSciences, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000114036126039025/ef20083514_sctoc.htm [C37][C37] Merger agreement, Section 5.10(b)are not contingent or conditioned upon Parent's, Purchaser's, their respective Affiliates' or any other Person's ability to obtain any financingAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C57][C57] Joint press release, Viatris finance chiefis expected to be immediately accretive to our financial guidance metricsJoint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm It says its patent expertise can extend the products' lives. It also calls Exparel and Zilretta "synergistic with our fast-acting meloxicam market opportunity". That drug's FDA review date is December 27, 2026. [C55][C55] Joint press releaseViatris plans to leverage its intellectual property expertise and proven ability to extend product lifecycles and sustain meaningful sales after the entry of competitionJoint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C56][C56] Joint press release, Viatris chief executiveare synergistic with our fast-acting meloxicam market opportunityJoint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C198][C198] Viatris meloxicam release, May 18, 2026The FDA has assigned a PDUFA goal date of Dec. 27, 2026.Viatris via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/us-fda-accepts-viatris-new-drug-application-for-fast-acting-meloxicam-for-the-treatment-of-moderate-to-severe-acute-pain-302774276.html

More than half of all outstanding shares must be tendered, so a share that is not tendered counts against the deal. Viatris cannot drop that condition without Pacira's consent. [C2][C2] Form 8-K, Item 1.01, offer conditionswould represent at least one Share more than 50% of the total number of Shares at the time of the expiration of the OfferPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C62][C62] Viatris Schedule TO-C, Item 1.01The Minimum Condition may not be waived by Viatris or Purchaser without the prior written consent of Pacira.Viatris Schedule TO-C on its planned tender offer for Pacira BioSciences, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000114036126039025/ef20083514_sctoc.htm The antitrust waiting period must end, and no court order or government case may block the deal. Viatris can also walk away after a material adverse effect, meaning a big, sudden blow to Pacira's business. [C10][C10] Form 8-K, Item 1.01, offer conditionswaiting period (or any extension thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976Pacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C224][C224] Merger agreement, Annex I(g)there shall 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 MergerAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C225][C225] Merger agreement, Annex I(h)there shall not be pending any action, suit, charge, complaint, litigation, or arbitration brought by any Governmental Body of competent jurisdiction seeking (i) a Legal Restraint prohibiting, or making illegal, any of the TransactionsAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C30][C30] Merger agreement, Annex I(d)since the Agreement Date, there shall not have been any Material Adverse Effect that shall be continuing as of the Offer Acceptance TimeAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm A missed forecast does not count by itself, though its cause can. The exceptions cover market, industry and forecast misses, but not patent rulings or trial results. [C31][C31] Merger agreement, definition of Material Adverse Effectthe failure of the Company to meet internal or analysts' expectations, projections, forecasts, guidance or estimatesAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C214][C214] Merger agreement, definition of Material Adverse Effectthe underlying causes of any such Effect may be considered in determining whether a Material Adverse Effect occurredAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C215][C215] Merger agreement, definition of Material Adverse Effectany changes generally affecting the pharmaceutical or biotechnology industriesAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm So a loss in the WhiteOak or Qilu suits, or a failed trial, could be argued as one before the tender closes. Courts set a high bar for that. [C30][C30] Merger agreement, Annex I(d)since the Agreement Date, there shall not have been any Material Adverse Effect that shall be continuing as of the Offer Acceptance TimeAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C85][C85] Form 10-Q, Note 17the Company filed a patent infringement suit against WhiteOak and QiluPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm Holders who do not tender can ask a court to set a fair value instead, through appraisal. [C63][C63] Viatris Schedule TO-C, Item 1.01properly demand appraisal of such Shares in accordance with Section 262 of the DGCLViatris Schedule TO-C on its planned tender offer for Pacira BioSciences, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000114036126039025/ef20083514_sctoc.htm

Both sides must file for antitrust review within 15 business days of signing, and Viatris must start the offer in the same window. The offer stays open at least 10 business days, and the companies expect to close by the end of 2026. [C5][C5] Form 8-K, Item 1.01Each of the Company and Parent has agreed to make an appropriate filing of all Notification and Report forms as required by the HSR Act with respect to the transactions contemplated by the Merger Agreement promptly, and in any event within 15 business days, after the date of the Merger AgreementPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C4][C4] Form 8-K, Item 1.01(but in no event more than 15 business days after the date of the Merger Agreement)Pacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C60][C60] Viatris Schedule TO-C, Item 1.01The Offer will remain open for 10 business days, subject to extension under certain circumstances.Viatris Schedule TO-C on its planned tender offer for Pacira BioSciences, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000114036126039025/ef20083514_sctoc.htm [C53][C53] Joint press release, termsThe transaction is expected to close by the end of 2026.Joint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm Either side may quit if the tender has not closed by April 8, 2027. That deadline moves to July 8, 2027 if only antitrust items are left. [C25][C25] Merger agreement, Section 9.1(b)(i)on or before midnight, Eastern Time, on April 8, 2027Agreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C26][C26] Merger agreement, Section 9.1(b)(i)then the End Date shall automatically be extended until July 8, 2027Agreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm Viatris does not have to sell or hold apart any product named on a list that was not filed. It also need not accept any fix that is material when measured against Pacira's size. [C27][C27] Merger agreement, Section 7.2(b)would require the sale, lease, license, divestiture or disposition of, or the holding separate of, any product, product candidate, therapy or medical device set forth on Section 7.2(b) of the Company Disclosure ScheduleAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C28][C28] Merger agreement, Section 7.2(b)would be material to the business of Parent and its Affiliates (including the Acquired Companies), taken as a whole, measured relative to the size and scale of the Acquired Companies, taken as a whole, as of the Agreement DateAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm

Pacira owes Viatris a $62.0 million fee, about 3.8% of the equity value, if it quits the deal for a better offer. The fee is also owed if Viatris quits after Pacira's board drops its support. It is owed too if the deal lapses after a rival bid surfaces and Pacira sells within 12 months. [C6][C6] Form 8-K, Item 1.01, terminationthe Company will be required to pay Parent a termination fee of an amount in cash equal to $62.0 millionPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C50][C50] Joint press releaserepresenting an aggregate equity value of $1.65 billionJoint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C44][C44] Merger agreement, Section 9.1(d)(i)in order to accept a Superior OfferAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C32][C32] Merger agreement, Section 9.3(b)(ii)this Agreement is terminated by Parent in accordance with Section 9.1(c)(i)Agreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C33][C33] Merger agreement, Section 9.1(c)(i)if the Company Board shall have effected a Company Adverse Change RecommendationAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C34][C34] Merger agreement, Section 9.3(b)(iii)within twelve (12) months of such termination, the Company shall have either (1) consummated any Acquisition Proposal or (2) entered into any definitive agreement in respect of any Acquisition ProposalAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm Viatris itself owes no break fee. If it fails to close, Pacira can ask a court to force the deal through, or sue for damages for fraud or willful breach. Pacira's board voted to recommend that holders tender, and its banker, Goldman Sachs, told the board the price is fair. [C227][C227] Merger agreement, Section 10.5(b)the Parties shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereofAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C228][C228] Merger agreement, Section 9.2the termination of this Agreement shall not relieve any Party from any claim, liability or damages to the other in respect of any fraud or Willful Breach of this Agreement prior to such terminationAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C7][C7] Form 8-K, Item 1.01, board approvalresolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the OfferPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C42][C42] Merger agreement, Section 4.25The Company Board has received the oral opinion of the Company's financial advisor, Goldman Sachs & Co. LLCAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm

Until the tender closes, Pacira may not pay dividends or buy back stock, so the $100.0 million left in its buyback plan sits unused. It also may not make more than $500,000 a quarter of capital spending beyond its capital budget. Nor may it borrow more than $500,000 short term. [C38][C38] Merger agreement, Section 6.2(b)(ii)declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stockAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C39][C39] Merger agreement, Section 6.2(b)(ii)repurchase, redeem or otherwise reacquire any of its shares of capital stockAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C82][C82] Form 10-Q, Note 12$100.0 million remains available for future repurchases under this authorizationPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C40][C40] Merger agreement, Section 6.2(b)(viii)does not exceed $500,000 in the aggregate during any fiscal quarterAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C41][C41] Merger agreement, Section 6.2(b)(x)short-term borrowings, of not more than $500,000 in the aggregateAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm The notes also let holders demand 100% of face value after certain corporate events, but converting pays more at this price. Pacira's capped calls, bought in 2024 for $26.7 million, offset note costs only between the $39.56 conversion price and a $53.75 cap. At $36.50 the stock is below that range, so unwinding them, which Pacira must do with Viatris, will likely return little. [C74][C74] Form 10-Q, Note 10, Debtholders may require the Company to repurchase all or a portion of their 2029 Notes for cash at a price equal to 100% of the principal amountPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C24][C24] Merger agreement, Section 4.4(d)is equal to $36.50 per Share on each such trading day), the Conversion Rate (as defined in the Indenture) for the Company Convertible Notes would have been equal to 30.4148 shares of Company Common Stock per $1,000 of outstanding principal amountAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C207][C207] Form 10-Q, Note 10, DebtOn May 9, 2024, in connection with the pricing of the 2029 Notes, and on May 10, 2024, in connection with the exercise in full by the initial purchasers of the 2029 Notes (the"Initial Purchasers") of their option to purchase additional 2029 Notes, the Company entered into privately negotiated capped call transactionsPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C226][C226] Form 10-Q, Note 10, Debtthe capped call was recorded as a reduction to additional paid-in capital at its cost of $26.7 millionPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C72][C72] Form 10-Q, Note 10, Debtequivalent to an initial conversion price of $39.56 per sharePacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C73][C73] Form 10-Q, Note 10, DebtThe cap price of the Capped Call Transactions will initially be approximately $53.75 per sharePacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C43][C43] Merger agreement, Section 7.14(b)cooperate with Parent in seeking to enter into arrangements with the Capped Call CounterpartiesAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm

The case for the deal is simple. Holders get cash well above the last close, and about 64% above what Pacira paid for its own stock in early 2026. The buyer is far larger and has no financing condition. [C1][C1] Form 8-K, Item 1.01at an offer price of $36.50 per Share in cash, net of applicable withholding taxes and without interestPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C180][C180] IEX closing pricesPCRX closed at $25.19 on October 7, 2026 (IEX)IEX closing prices for PCRX, September 15 to October 7, 2026Open source ↗https://iextrading.com/trading/market-data/ [C140][C140] Form 10-Q for the first quarter, Part II, Item 2Total 2,244,553 $22.28Pacira BioSciences quarterly report on Form 10-Q for the quarter ended March 31, 2026, filed April 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026028871/pcrx-20260331.htm [C194][C194] Viatris second-quarter 2026 results releaseDelivers Total Revenues of $3.8 BillionViatris via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/viatris-reports-second-quarter-2026-financial-results-302844345.html [C61][C61] Viatris Schedule TO-C, Item 1.01Consummation of the Offer is not subject to a financing condition.Viatris Schedule TO-C on its planned tender offer for Pacira BioSciences, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000114036126039025/ef20083514_sctoc.htm Its main regulatory step is an antitrust waiting period. [C10][C10] Form 8-K, Item 1.01, offer conditionswaiting period (or any extension thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976Pacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm The deal also takes away business risk. Second-quarter adjusted EBITDA fell 10%. Generic Exparel can start in early 2030, and two patent suits are pending. [C104][C104] Second quarter results releaseAdjusted EBITDA was $48.7 million in the second quarter of 2026, compared to $54.3 million in the second quarter of 2025.Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C83][C83] Form 10-Q, Note 17beginning on a confidential date that is sometime in early 2030Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C85][C85] Form 10-Q, Note 17the Company filed a patent infringement suit against WhiteOak and QiluPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C86][C86] Form 10-Q, Note 17The Company is unable to predict the outcome of this litigation at this time.Pacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm

The case against starts with price. $36.50 is below the $39.56 conversion price Pacira set on its notes in 2024. [C1][C1] Form 8-K, Item 1.01at an offer price of $36.50 per Share in cash, net of applicable withholding taxes and without interestPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C72][C72] Form 10-Q, Note 10, Debtequivalent to an initial conversion price of $39.56 per sharePacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C95][C95] Form 10-Q, Note 10, DebtOn May 9, 2024, in connection with the pricing of the 2029 NotesPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm It is also about 55% of DOMA's $66 estimate. But DOMA reached that figure by assuming a buyer would cut all of Pacira's sales, overhead and research spending. [C192][C192] DOMA Perpetual letter, November 10, 2025we estimate a deal at around $2.7 billion valuation would be very doable and could lead to a valuation of approximately $66/share or moreDOMA Perpetual via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/doma-perpetual-sends-letter-calling-for-the-board-of-directors-of-pacira-biosciences-inc-to-immediately-explore-a-sale-of-the-business-302610863.html [C219][C219] DOMA Perpetual letter, November 10, 2025Assuming a large buyer would likely cut all of the company's SG&A and R&D spendingDOMA Perpetual via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/doma-perpetual-sends-letter-calling-for-the-board-of-directors-of-pacira-biosciences-inc-to-immediately-explore-a-sale-of-the-business-302610863.html For a buyer today the upside is capped at the offer, while the downside runs back toward $25.19 if the deal breaks. Pacira expects first results from its knee gene-therapy trial by the end of 2026, around the planned close. It must consult Viatris before announcing any trial data. [C1][C1] Form 8-K, Item 1.01at an offer price of $36.50 per Share in cash, net of applicable withholding taxes and without interestPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C180][C180] IEX closing pricesPCRX closed at $25.19 on October 7, 2026 (IEX)IEX closing prices for PCRX, September 15 to October 7, 2026Open source ↗https://iextrading.com/trading/market-data/ [C114][C114] Second quarter results release, business highlightsEnrollment in Part A concluded in June, with topline data expected by the end of 2026.Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C53][C53] Joint press release, termsThe transaction is expected to close by the end of 2026.Joint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C208][C208] Merger agreement, Section 7.16(c)consult in good faith with Parent in advance of any announcement or other public communication regarding any clinical or preclinical trial data relating to any Company ProductAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm Good results would pay holders nothing beyond $36.50, though strong ones could draw holdouts or a rival bid. Antitrust risk looks small but not zero, since Viatris itself ties Exparel to its own pain drug under review. [C1][C1] Form 8-K, Item 1.01at an offer price of $36.50 per Share in cash, net of applicable withholding taxes and without interestPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C56][C56] Joint press release, Viatris chief executiveare synergistic with our fast-acting meloxicam market opportunityJoint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C198][C198] Viatris meloxicam release, May 18, 2026The FDA has assigned a PDUFA goal date of Dec. 27, 2026.Viatris via PR Newswire · Read October 8, 2026Open source ↗https://www.prnewswire.com/news-releases/us-fda-accepts-viatris-new-drug-application-for-fast-acting-meloxicam-for-the-treatment-of-moderate-to-severe-acute-pain-302774276.html

One officer is selling into the news. Lauren Riker filed on October 8 to sell 6,000 shares from exercised options, under a trading plan set up months earlier. [C150][C150] Form 144, securities information6000 217920.00 39861886 10/08/2026 NASDAQForm 144 notice of proposed sale by Pacira officer Lauren Riker, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000195917326007312/xsl144X01/primary_doc.xml [C151][C151] Form 144, securities to be soldStock Option ExerciseForm 144 notice of proposed sale by Pacira officer Lauren Riker, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000195917326007312/xsl144X01/primary_doc.xml [C152][C152] Form 144, remarksIf Relying on Rule 10b5-1 03/12/2026Form 144 notice of proposed sale by Pacira officer Lauren Riker, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000195917326007312/xsl144X01/primary_doc.xml DOMA's group last reported 7.3%, and State Street reported 5.2% at June 30. [C170][C170] Schedule 13D/A cover page, Pedro EscuderoAggregate amount beneficially owned by each reporting person 2,936,794.00 12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) 13 Percent of class represented by amount in Row (11) 7.3%DOMA Perpetual Capital Management Schedule 13D/A on Pacira BioSciences, filed March 12, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000101143826000180/xslSCHEDULE_13D_X01/primary_doc.xml [C171][C171] Schedule 13G cover pageAggregate Amount Beneficially Owned by Each Reporting Person 2,059,977.00 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) 11 Percent of class represented by amount in row (9) 5.2%State Street Schedule 13G on Pacira BioSciences, filed August 7, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000009375126000517/xslSCHEDULE_13G_X02/primary_doc.xml Since the tender needs more than half of all shares, neither stake can decide it alone. [C2][C2] Form 8-K, Item 1.01, offer conditionswould represent at least one Share more than 50% of the total number of Shares at the time of the expiration of the OfferPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm

We would be wrong if, before our test date, a court or regulator moves to block the deal or Viatris signals a problem with it. Bad Pacira news, such as a patent loss in the WhiteOak or Qilu suits or a failed trial, could also make holders doubt it will close. A rival bid would only lift the price. [C224][C224] Merger agreement, Annex I(g)there shall 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 MergerAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C225][C225] Merger agreement, Annex I(h)there shall not be pending any action, suit, charge, complaint, litigation, or arbitration brought by any Governmental Body of competent jurisdiction seeking (i) a Legal Restraint prohibiting, or making illegal, any of the TransactionsAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C85][C85] Form 10-Q, Note 17the Company filed a patent infringement suit against WhiteOak and QiluPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C44][C44] Merger agreement, Section 9.1(d)(i)in order to accept a Superior OfferAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm Pacira could take it by paying the $62.0 million fee, but only after giving Viatris four business days to match. [C6][C6] Form 8-K, Item 1.01, terminationthe Company will be required to pay Parent a termination fee of an amount in cash equal to $62.0 millionPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm [C216][C216] Merger agreement, Section 7.1(b)(2) the Company shall have given Parent four (4) Business Days after Parent's receipt of the Determination Notice to propose revisions to the terms of this Agreement or make another proposalAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm Both companies must file for antitrust review by late October, within 15 business days of signing. A second request, a formal demand for more information that extends the wait, would likely show by about the end of November, after our test date. [C5][C5] Form 8-K, Item 1.01Each of the Company and Parent has agreed to make an appropriate filing of all Notification and Report forms as required by the HSR Act with respect to the transactions contemplated by the Merger Agreement promptly, and in any event within 15 business days, after the date of the Merger AgreementPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm The gene-therapy readout is due by the end of 2026, and the WhiteOak and Qilu suits are pending. Either could test the deal's material adverse effect clause before the tender closes. [C114][C114] Second quarter results release, business highlightsEnrollment in Part A concluded in June, with topline data expected by the end of 2026.Pacira BioSciences second quarter 2026 results release, Exhibit 99.1 to Form 8-K, August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052527/pcrx-06302026x991.htm [C85][C85] Form 10-Q, Note 17the Company filed a patent infringement suit against WhiteOak and QiluPacira BioSciences quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 4, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000162828026052635/pcrx-20260630.htm [C30][C30] Merger agreement, Annex I(d)since the Agreement Date, there shall not have been any Material Adverse Effect that shall be continuing as of the Offer Acceptance TimeAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm Viatris reports its third quarter on November 5, 2026. Pacira will file its formal response to the offer, called a Schedule 14D-9, once the offer starts. [C54][C54] Joint press release, conference callViatris will report third-quarter 2026 financial results on Thursday, Nov. 5, 2026Joint press release of Viatris and Pacira BioSciences, Exhibit 99.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex99-1.htm [C9][C9] Form 8-K, Important InformationAt 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-9Pacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm

What values Goldman Sachs put on Pacira's shares. Pacira's formal response to the offer, its Schedule 14D-9, should show them. [C42][C42] Merger agreement, Section 4.25The Company Board has received the oral opinion of the Company's financial advisor, Goldman Sachs & Co. LLCAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C9][C9] Form 8-K, Important InformationAt 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-9Pacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm

Whether other buyers bid. Talks with Viatris were under way by August 10, 2026, when the two signed a confidentiality agreement. The 14D-9 should give the full history. [C209][C209] Merger agreement, Section 6.1Confidentiality Agreement, dated as of August 10, 2026, by and between the Company and ParentAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm [C9][C9] Form 8-K, Important InformationAt 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-9Pacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm

How much Pacira's top executives will be paid because of the deal. The amounts should come in the 14D-9. [C9][C9] Form 8-K, Important InformationAt 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-9Pacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm

Where the stock closed on October 8. Our price file for that day was not out yet, so this report uses the officer's sale notice. [C150][C150] Form 144, securities information6000 217920.00 39861886 10/08/2026 NASDAQForm 144 notice of proposed sale by Pacira officer Lauren Riker, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000195917326007312/xsl144X01/primary_doc.xml

Whether DOMA will tender at $36.50. It has filed nothing on the deal. [C1][C1] Form 8-K, Item 1.01at an offer price of $36.50 per Share in cash, net of applicable withholding taxes and without interestPacira BioSciences Form 8-K on its merger agreement with Viatris, filed October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_8k.htm

Pacira's cash and results for the third quarter, which change the enterprise value.

Which Pacira products Viatris may refuse to sell to win antitrust approval. The list sits in a schedule that was not filed. [C27][C27] Merger agreement, Section 7.2(b)would require the sale, lease, license, divestiture or disposition of, or the holding separate of, any product, product candidate, therapy or medical device set forth on Section 7.2(b) of the Company Disclosure ScheduleAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm

What, if anything, Pacira will receive when its capped calls are unwound. [C43][C43] Merger agreement, Section 7.14(b)cooperate with Parent in seeking to enter into arrangements with the Capped Call CounterpartiesAgreement and Plan of Merger among Pacira BioSciences, Viatris and Peach Purchaser Sub, Exhibit 2.1 to Form 8-K, October 8, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1396814/000110465926114571/tm2627240d2_ex2-1.htm

Whether the deal speeds up any payment to former Flexion holders.