Pacira BioSciences, Inc.

Current report

Risks Related to Our Pending Acquisition by Viatris Inc.

Current report

The announcement and pendency of our agreement to be acquired by Viatris may have an adverse effect on our business, operating results, and our stock price and may result in the loss of employees, customers, suppliers, and other business partners.

Current report

On October 8, 2026, we entered into the Merger Agreement with Viatris and Purchaser, providing for the merger of Purchaser with and into Pacira, with Pacira surviving the Merger as a wholly owned subsidiary of Viatris. We are subject to risks in connection with the announcement and pendency of the Merger, including, but not limited to, the following:

Current report

•market assessments of the likelihood that the Merger will be consummated;

Current report

•the amount of consideration offered per Share will not be increased to account for positive changes in our business, assets, liabilities, prospects, outlook, financial condition, or results of operations during the pendency of the Merger, including any successful execution of our current strategy as an independent company or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock;

Current report

•potential adverse effects on our relationships with our existing and prospective customers, suppliers, and other business partners due to uncertainties about the Merger, including such customers, suppliers, and other business partners choosing to (i) delay, defer, or cease purchasing products or services from, or providing products or services to, us or the combined company; (ii) delay or defer other decisions concerning us or the combined company; or (iii) otherwise seek to change the terms on which they do business with us or the combined company;

Current report

•we have incurred, and will continue to incur, significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger, and many of these fees and costs are payable by us regardless of whether the Merger is consummated;

Current report

•potential adverse effects on our ability to attract, recruit, retain, and motivate current and prospective employees who may be uncertain about their future roles and relationships with us following the completion of the Merger, and the possibility that our employees could lose productivity as a result of uncertainty regarding their employment following the Merger;

Current report

•the pendency and outcome of legal proceedings that have been and may be instituted against us or our board of directors, executive officers, and others relating to the transactions contemplated by the Merger Agreement, which could be time-consuming, expensive and delay or prevent the consummation of the Merger; and

Current report

While the Merger is pending, we are subject to contractual restrictions that could harm our business, operating results, and our stock price.

Current report

The Merger Agreement includes restrictions on the conduct of our business prior to the completion of the Merger, generally requiring us to conduct our businesses in the ordinary course, consistent with past practice, and restricting us from taking certain specified actions absent Viatris’ prior written consent, including, without limitation, restrictions on our ability to enter into material contracts outside the ordinary course of business, acquire or dispose of material assets, raise equity capital, incur indebtedness, or incur certain capital expenditures. We may find that these and other obligations in the Merger Agreement may delay or prevent us from or limit our ability to respond effectively to competitive pressures, industry developments, and future business opportunities that may arise, even if our management and board of directors think they may be advisable. These restrictions could adversely impact our business, operating results, and our stock price and our perceived acquisition value, regardless of whether the Merger is completed.

Current report

The failure to complete the Merger may adversely affect our business and our stock price.

Current report

Consummation of the Offer and the Merger is subject to certain conditions, and a number of the conditions are not within our control and may prevent, delay, or otherwise materially adversely affect the completion of the transaction. We cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that we will be able to successfully consummate the proposed merger as currently contemplated under the Merger Agreement or at all. Such conditions include, among other things, (i) valid tender (without withdrawal) of Shares that, together with Shares then owned by Purchaser and its affiliates, represent at least one Share more than 50% of the then issued and outstanding Shares; (ii) subject to certain materiality qualifications, the continued accuracy of our representations and warranties, and our continued compliance with covenants and obligations (to be performed at or prior to the acceptance of Shares for payment in the Offer); (iii) the absence of any continuing Material Adverse Effect (as defined in the Merger Agreement) occurring after the date of the Merger Agreement; (iv) expiration or termination of any waiting periods applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and (v) the absence of any legal restraints prohibiting the Offer or Merger and of certain legal proceedings brought by a governmental entity relating to the Offer or the Merger. There can be no assurance that these conditions to the consummation of the Merger will be satisfied, or that the Merger will be completed on the proposed terms, within the expected timeframe or at all. If the Merger is not completed, we may be subject to negative publicity or be negatively perceived by the investment or business communities and our stock price could fall to the extent that our current stock price reflects an assumption that the Merger will be completed. Furthermore, if the Merger is not completed, we may suffer other consequences that could adversely affect our business and results of our operations, including, but not limited to, the potential filing of associated litigation, difficulties in raising additional capital or obtaining other financing, damage to relationships with vendors or customers, and loss of key personnel.

Current report

The Merger Agreement limits our ability to pursue alternative transactions, which could deter a third party from proposing an alternative transaction.

Current report

The Merger Agreement contains provisions that, subject to certain exceptions, limit our ability to (i) directly or indirectly, solicit, initiate, seek or knowingly facilitate, assist or encourage (including by way of furnishing non-public information) the making of an acquisition proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an acquisition proposal; (ii) engage in or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any non-public information relating to, or provide access to our business, properties, assets, books, records, or personnel, in any such case in connection with or for the purpose of soliciting, initiating, seeking, knowingly facilitating, assisting, or encouraging, an acquisition proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to an acquisition proposal; (iii) adopt, approve, or enter into any letter of intent, acquisition agreement, agreement in principle, or similar agreement with respect to an acquisition proposal; or (iv) waive or release any person from, or fail to use reasonable best efforts to enforce, any standstill obligations relating to an acquisition proposal or any proposal or offer that would reasonably be expected to lead to an acquisition proposal. It is possible that these or other provisions in the Merger Agreement, including a termination fee of $62.0 million payable to Viatris under certain circumstances, might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of our outstanding common stock from considering or proposing an acquisition or might result in a potential competing acquirer proposing an overall lower per-share consideration amount than it might otherwise have proposed to offer.

Current report

If the Merger occurs, our stockholders will not be able to participate in any financial upside to our business after the Merger.

Current report

Additional putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against us, our board of directors, Viatris, Viatris’ board of directors, and others in connection with the transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, and we may not be successful in defending against any such future claims. Lawsuits that may be filed against us, our board of directors, Viatris, or Viatris’ board of directors could delay or prevent the consummation of the Merger, divert the attention of our management and employees from our day-to-day business, and otherwise adversely affect us financially. For more information, see Note 17, Commitments and Contingencies, to our condensed consolidated financial statements included herein.

Current report

We will incur substantial transaction fees and costs in connection with the Merger.

Current report

As of September 30, 2026, we have incurred $7.4 million of expenses and fees for professional services and other transaction costs in connection with the Merger and expect to continue to incur additional significant costs. A material portion of these expenses are payable by us whether or not the Merger is completed. While we have assumed that a certain amount of transaction expenses will be incurred, factors beyond our control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses may exceed the costs historically borne by us. These costs could adversely affect our business, financial condition, operating results, and cash flows.

Current report — wording carried from elsewhere

Risks Related to the Divestiture of iovera°