Pacira BioSciences, Inc. Announces Proposed Offering of $250.0 Million Aggregate Principal Amount of Convertible Senior Notes
2024年5月9日 - 5:05AM
Pacira BioSciences, Inc. (Nasdaq: PCRX) today announced that it
intends to offer, subject to market and other conditions, $250.0
million aggregate principal amount of convertible senior notes due
2029 (the “notes”) in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). Pacira also intends to
grant the initial purchasers of the notes an option to purchase,
for settlement within a period of 13 days from, and including, the
date the notes are first issued, up to an additional $37.5 million
aggregate principal amount of notes.
The terms of the notes, including the interest rate, initial
conversion rate and other terms, will be determined by negotiations
between Pacira and the initial purchasers of the notes.
Pacira intends to use a portion of the net proceeds from the
offering to (i) repurchase a portion of its outstanding 0.750%
Convertible Senior Notes due 2025 (the “2025 Notes”) concurrently
with the pricing of the offering in privately negotiated
transactions effected through one of the initial purchasers of the
notes or its affiliate, as Pacira’s agent, (ii) fund the cost of
entering into the capped call transactions described below and
(iii) repurchase up to $50.0 million worth of shares of Pacira’s
common stock concurrently with the pricing of the offering in
privately negotiated transactions. Pacira intends to use the
remainder of the net proceeds from the offering for general
corporate purposes, including working capital, and research and
development expenditures. If the initial purchasers exercise their
option to purchase additional notes, Pacira intends to use a
portion of the net proceeds from the sale of the additional notes
to pay the cost of entering into the additional capped call
transactions. Holders of the 2025 Notes that are repurchased in the
concurrent repurchases described above may purchase shares of
Pacira’s common stock in the open market to unwind any hedge
positions they may have with respect to the 2025 Notes. These
activities may affect the trading price of Pacira common stock and,
if conducted concurrently with this offering, may result in a
higher initial conversion price for the notes Pacira is
offering.
In connection with the pricing of the notes, Pacira expects to
enter into privately negotiated capped call transactions with one
or more of the initial purchasers and/or their respective
affiliates and/or other financial institutions (the “option
counterparties”). The capped call transactions are expected to
cover, subject to anti-dilution adjustments substantially similar
to those applicable to the notes, the number of shares of Pacira’s
common stock underlying the notes. If the initial purchasers
exercise their option to purchase additional notes, Pacira expects
to enter into additional capped call transactions with the option
counterparties.
The capped call transactions are expected generally to reduce
the potential dilution to Pacira’s common stock upon any conversion
of the notes and/or offset any potential cash payments Pacira is
required to make in excess of the principal amount of converted
notes, as the case may be, upon any conversion of the notes, with
such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the
capped call transactions, the option counterparties and/or their
respective affiliates expect to enter into various derivative
transactions with respect to Pacira’s common stock and/or purchase
shares of Pacira’s common stock concurrently with or shortly after
the pricing of the notes. This activity could increase (or reduce
the size of any decrease in) the market price of Pacira’s common
stock or the notes at that time.
In addition, the option counterparties and/or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Pacira’s common stock
and/or purchasing or selling Pacira’s common stock or Pacira’s
other securities in secondary market transactions following the
pricing of the notes and prior to the maturity of the notes (and
(x) are likely to do so during any observation period related to a
conversion of notes or following redemption of the notes by Pacira
or following any repurchase of the notes by Pacira in connection
with any fundamental change and (y) are likely to do so following
any repurchase of the notes by Pacira other than in connection with
any such redemption or fundamental change if Pacira elects to
unwind a corresponding portion of the capped call transactions in
connection with such repurchase). This activity could also cause or
avoid an increase or a decrease in the market price of Pacira’s
common stock or the notes, which could affect the ability to
convert the notes and, to the extent the activity occurs during any
observation period related to a conversion of notes, it could
affect the number of shares of Pacira’s common stock and value of
the consideration that noteholders will receive upon conversion of
such notes.
This offering is being made to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. The offer and sale
of the notes and the shares of Pacira common stock, if any,
issuable upon conversion of the notes have not been and will not be
registered under the Securities Act or any state securities laws,
and, unless so registered, the notes and such shares may not be
offered or sold in the United States or to U.S. persons except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it
constitute an offer, or the solicitation of any sale, of any
securities in any jurisdiction in which such offer, solicitation or
sale is unlawful.
About Pacira
Pacira BioSciences, Inc. (Nasdaq: PCRX) is committed to
providing non-opioid pain management options to as many patients as
possible to redefine the role of opioids as rescue therapy only.
Pacira has three commercial-stage non-opioid treatments: EXPAREL®
(bupivacaine liposome injectable suspension), a long-acting local
analgesic currently approved for infiltration, fascial plane block,
and as an interscalene brachial plexus nerve block for postsurgical
pain management; ZILRETTA® (triamcinolone acetonide
extended-release injectable suspension), an extended-release,
intra-articular injection indicated for the management of
osteoarthritis knee pain; and ioveraº®, a novel, handheld device
for delivering immediate, long-acting, drug-free pain control using
precise, controlled doses of cold temperature to a targeted
nerve.
Forward-Looking Statements
Certain of the statements made in this press release, such as
those, among others, relating to our expectations regarding the
completion of the proposed offering, the repurchases of our 2025
Notes, the repurchases of shares of our common stock, and other
statements containing the words “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “may,” “plans,” and similar
expressions, constitute forward-looking statements. Actual results
or developments may differ materially from those projected or
implied in these forward-looking statements. Factors that may cause
such a difference include, without limitation, risks and
uncertainties related to whether or not we will be able to raise
capital through the proposed offering, the final terms of the
proposed offering, market and other conditions and the satisfaction
of customary closing conditions related to the proposed offering.
There can be no assurance that we will be able to complete the
proposed offering and/or the related transactions on the
anticipated terms, or at all. Additional risks and uncertainties
relating to Pacira and our business are discussed in the “Risk
Factors” section of our most recent Annual Report on Form 10-K for
the fiscal year ended December 31, 2023 and in other filings that
we periodically make with the SEC. In addition, the forward-
looking statements included in this press release represent our
views as of the date of this press release. Important factors could
cause our actual results to differ materially from those indicated
or implied by forward-looking statements, and, as such, we
anticipate that subsequent events and developments will cause our
views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we
specifically disclaim any obligation to do so, except as may be
required by law. These forward-looking statements should not be
relied upon as representing our views as of any date subsequent to
the date of this press release.
Investor Contact:
Susan Mesco, (973) 451-4030
susan.mesco@pacira.com
Media Contact:
Sara Marino, (973) 370-5430
sara.marino@pacira.com
Pacira BioSciences (NASDAQ:PCRX)
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Pacira BioSciences (NASDAQ:PCRX)
過去 株価チャート
から 6 2023 まで 6 2024