Pacira BioSciences, Inc. (NasdaqGS:PCRX) entered into a definitive Agreement and Plan of Merger to acquire Flexion Therapeutics, Inc. (NasdaqGM:FLXN) for approximately $440 million on October 11, 2021. Under the merger agreement, Pacira will commence a tender offer to acquire all of the outstanding shares of common stock of Flexion for $8.5 per share in cash, plus one non tradeable contingent value right (CVR) worth up to $8 per share in cash. The CVR is payable (subject to certain terms and conditions) in the event certain sales and/or regulatory milestones are achieved. The CVR will entitle Flexion stockholders to up to an additional $8 per share in cash payable (subject to certain terms and conditions) upon achievement of milestones as $1 per share if total calendar year ZILRETTA net sales achieve $250 million; $2 per share if total calendar year ZILRETTA net sales achieve $375 million; $3 per share if total calendar year ZILRETTA net sales achieve $500 million; $1 per share upon U.S. FDA approval of FX201; and $1 per share upon U.S. FDA approval of FX301. The milestones associated with each contingent cash payment must be achieved, if at all, on or before December 31, 2030. Pacira will fund the transaction from its existing cash resources. In case of termination of the agreement, Flexion will be required to pay Pacira BioSciences a termination fee of an amount in cash equal to $18 million. During the nine months ended September 30, 2021, the Company awarded 1,169,320 restricted stock units (“RSUs”) to employees at a weighted average grant date fair value of $10.79.

The transaction is subject to customary closing conditions, including receipt of required regulatory approvals; the number of Shares validly tendered in accordance with the terms of the offer and not validly withdrawn when considered together with all other Shares owned by Purchaser and its affiliates, would represent at least one Share more than 50% of the total number of Shares at the time of the expiration of the offer; waiting period (or any extension thereof) applicable to the offer under the HSR Antitrust Improvements Act having expired or been terminated. The transaction is not subject to any financing condition. The transaction was unanimously approved by the board of directors of each of Pacira and Flexion. Flexion's board of directors unanimously recommends that Flexion's stockholders tender their shares in the tender offer. Additionally, Flexion's directors and executive officers, or their affiliates, have (subject to certain terms and conditions) agreed to tender their shares in the tender offer. Following the successful closing of the tender offer, Pacira will acquire any shares of Flexion that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender offer. The offer shall initially be scheduled to expire on the date that is the twentieth business day following the offer commencement date. The initial waiting period under the HSR Act with respect to the Offer expired, effective November 17, 2021, and accordingly the condition has been satisfied. The transaction is anticipated to close in the fourth quarter of 2021. The acquisition is be immediately revenue generating and expected to be accretive to full-year 2022 earnings and significantly accretive thereafter based upon expected revenue contribution and operational synergies. J.P. Morgan Securities LLC served as a financial advisor and Jason Day and Jeffrey Beuche, Jonathan Schulman and David Martinez of Perkins Coie LLP served as a legal advisor for Pacira BioSciences. Lazard Frères & Co. LLC served as lead financial advisor to Flexion and also provided fairness opinion to its Board, Goldman Sachs & Co. LLC also acted as financial advisor for a fee of $1 million and Miguel Vega and Kevin Cooper of Cooley LLP served as legal advisors for Flexion Therapeutics. Gibson Dunn & Crutcher LLP acted legal advisor to Lazard Frères & Co. LLC in the transaction.

Pacira BioSciences, Inc. (NasdaqGS:PCRX) completed the acquisition of Flexion Therapeutics, Inc. (NasdaqGM:FLXN) on November 19, 2021. As a result of the transaction, Flexion Therapeutics, Inc. is a wholly owned subsidiary of Pacira. All conditions to the offer have been satisfied. As of December 7, 2021, Pacira BioSciences entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and the initial lender, to replenish a portion of Pacira Biosciences' funds that were used to pay the purchase price and transaction costs of the acquisition and related transactions. Andrew Kaplan of Gibson, Dunn & Crutcher LLP acted as legal advisor to Lazard Frères & Co. LLC in the transaction.