Clarifies DOMA's Inaccuracies and the Reality of Pacira' Efforts to Strengthen its Market Position
Urges Stockholders to Vote "FOR" the Election of Pacira's Highly Qualified Nominees on the BLUE Proxy Card Today
BRISBANE, Calif., May 27, 2026 (GLOBE NEWSWIRE) -- Pacira BioSciences, Inc. (Nasdaq: PCRX) (the "Company" or "Pacira"), the industry leader in its commitment to deliver innovative, non-opioid pain therapies to transform the lives of patients, today issued the following communication with important facts stockholders should know to help protect their Pacira investment.
The complete text of the letter mailed to stockholders is as follows:
May 27, 2026
Dear Pacira Stockholders,
As we approach our 2026 Annual Meeting of Stockholders (the "Annual Meeting") on June 9, 2026, you face an important decision regarding your investment in Pacira.
As we've communicated with you, one of our stockholders, DOMA Perpetual Capital Management LLC ("DOMA Perpetual" or "DOMA")(1) has continued to pursue a distracting and misinformed proxy contest to replace Pacira's highly qualified board nominees - Christopher Christie, Samit Hirawat, MD and Thomas Wiggans - with its own candidates, Christopher Dennis, Oliver Benton Curtis III and Eric de Armas.
Pacira today is a markedly different company from a few years ago, and our progress speaks for itself despite DOMA's attempts to diminish it by deliberately distorting the facts.
In 2024, we strengthened our executive leadership team with the appointment of Frank D. Lee as CEO. Since then, the board and management team have worked to stabilize the business, build a credible long-term plan and rally the organization around our 5x30 strategy, designed to grow our existing commercial business and build a more balanced product portfolio by 2030.
Last year was an important, transformational year in the execution of this strategy, which resulted in meaningful progress across our business, renewed momentum and strategic clarity.
We urge you to protect your investment today and support Pacira's continued positive momentum by voting the BLUE proxy card "FOR" each of Pacira's three highly qualified board nominees.
PACIRA'S POSITIVE PERFORMANCE
Pacira's renewed momentum and strategic clarity over the last 16 months is driven by the launch and execution of our 5x30 strategy for stockholder value creation. In fact, we have definitive results that show we are making significant progress to deliver sustainable value:
1) Since the launch of our 5x30 strategy, our stock is up over 31%.(2)
2) Pacira was profitable in 2025 and delivered strong performance including:
-- Record total revenues of $726.4 million;
-- GAAP net income of $7.0 million or $0.16 per basic and diluted
share;
-- Non-GAAP net income of $122.3 million or $2.74 per basic share and
$2.65 per diluted share;3
-- Record GAAP Gross Margins of 79.4%; and
-- Record Non-GAAP Gross Margins of 81.2%.4
3) Our 5x30 strategy is working:
-- Our products treated over 2.5 million patients in 2025,
reinforcing our trajectory toward helping 3 million patients
annually by 2030.
-- EXPAREL achieved year-over-year volume growth of 6.2% in 2025, up
from 3.6% in 2024, marking progress toward our goal of
double-digit compounded annual topline growth. Of note, EXPAREL
volume growth achieved a meaningful lift in the second half of
2025 with volume growth of 8% over the prior year period, nearly
double that of the first half of the year. Furthermore, starting
in the second half of this year, we expect volume growth and sales
growth to converge.
-- We advanced two promising Phase 2 clinical programs -- PCRX-201,
our novel locally administered gene therapy for osteoarthritis
(OA), and our recently in-licensed asset PCRX-2002, a
complementary, long-acting, ropivacaine-based local analgesic for
postsurgical pain. These programs place us on course for our goal
of five novel programs by 2030, and each has the potential to
deliver topline accretion as we move beyond 2030.
-- We expanded our commercial reach both inside and outside the U.S.
by signing strategic collaborations with Johnson & Johnson MedTech
and LG Chem, advancing us toward our goal of five partnerships by
2030. Through these collaborations we have already tripled our
U.S. commercial reach to physicians with a leading industry
partner, and we see a significant addressable market with
approximately 15 million people in the U.S. affected by knee OA.
We are focused on realizing value across all our products and bringing new sources of revenue online. We have made meaningful progress diversifying our portfolio beyond the U.S. EXPAREL franchise and are particularly encouraged by the achievements being made with two of our other products, ZILRETTA and ioveradeg. The below highlights our best-in-class commercial portfolio that is now demonstrating reinvigorated growth with multiple expected drivers of near- and long-term growth.
Figure 1(5)
Beyond our existing commercial base, we continue to invest in our pipeline, to ensure the Company is positioned to drive growth beyond 2030. Based on our disciplined investments in Research and Development, we expect three key data readouts at the end of this year that have the potential for stockholder value creation.
Figure 2(5)
In short, we believe we entered 2026 in the strongest position in our history and we are confident that we are on the right path forward. We believe we have substantial upside potential supported by our strong fundamentals and sustained growth trajectory.
PACIRA REACHED A FARSIGHTED EXPAREL SETTLEMENT, DELIVERING A POSITIVE OUTCOME FOR STOCKHOLDERS AND REINFORCING VALIDITY OF INTELLECTUAL PROPERTY STRATEGY
Pacira reached a favorable EXPAREL settlement in 2025, which we believe was a strategic win for stockholders as it gives Pacira full exclusivity into 2030 and a gradual, capped transition through 2039. That's a clear runway to execute our diversification strategy without the rapid decline and disruption normally seen with generic entry.
But don't just take our word for it. Commentors have relayed the same sentiment.(6)
-- "The settlement is a win for PCRX and the EXPAREL franchise, bringing
needed clarity and 5-yrs of protection to potentially realize the
benefits of internal drivers such as GPO contracting and NOPAIN across
the surgical segments; importantly, the settlement allows the company to
focus squarely on hitting their 5x30 objectives, which we believe could
ultimately yield long-term pipeline growth drivers for revenues 2030+."
-- RBC Capital Markets April 7, 2025
-- "We think this is clearly a positive development for PCRX, and the terms
are between our base and good case scenarios for the company." -- J.P.
Morgan April 7, 2025
-- "Pacira announced that settlement with Fresenius Kabi (FRE:GR;not rated)
and the would-be Gx EXPAREL Chinese manufacturer Jiangsu Hengrui
(600276:CH; not rated), and the deal looks as favorable for Pacira as
anyone could have reasonably hoped for, and in our view representing
profound upside to the current valuation." -- H.C. Wainwright & CO. April
8, 2025
-- "We think the outcome is largely neutral to slightly favorable to Pacira
but ultimately gives investors the certainty they've been looking for."
-- Truist Securities April 7, 2025
Pacira stockholders should understand that the potential for additional generic competition is a common dynamic with successful products like EXPAREL. However, we have been proactive in an attempt to prevent future litigation attempts, including expanding EXPAREL's patent estate to 21 "Orange-Book" listed patents across two families, which provide exclusivity through the mid-2040s, a significant evolution from the single patent, U.S. Patent No. 11,033,495 (the '495 patent), which was previously the subject of patent infringement litigation in the United States District Court for the District of New Jersey. Following the New Jersey Court's decision, we secured a favorable reexamination of the '495 patent from the U.S. Patent and Trademark Office. Importantly, during this process we believe we addressed any weakness in this patent through amended claims that added volume limitations and resolved other issues noted in the New Jersey Court's opinion. The '495 patent was reissued, and the Company believes it is now the strongest in this family of patents.
DOMA's claims about our intellectual property strategy demonstrate a fundamental lack of understanding of our business, and we remain steadfast in our belief that the EXPAREL franchise is strong and well protected from multiple directions.
PACIRA'S BOARD IS FIT FOR PURPOSE AND WORKING TO SERVE YOU, OUR VALUED STOCKHOLDERS
We want to be clear - the quality and composition of our board is a top priority.
Pacira's recently refreshed and highly qualified board has played an essential role in overseeing the execution of our strategic priorities as well as the overall strategic direction of the Company. Furthermore, our directors have a longstanding track record of stockholder engagement.
Following the 2025 Annual Meeting of Stockholders, Pacira's board took the following actions, further demonstrating our commitment to stockholder engagement(7) :
-- Contacted 41 stockholders, representing 97.4% of shares outstanding; and
-- Engaged 11 stockholders, where 8 out of the 11 meetings were led by
independent directors, representing 56.7% of shares outstanding.
In addition, our board takes its responsibility to all stockholders incredibly seriously, and has consistently shown its responsiveness to stockholder feedback, for example we:
-- Appointed five independent directors since 2023 (and nominated a sixth
for election at the Annual Meeting) to bring fresh perspectives and
directly address stockholder preferences;
-- Separated board Chair and CEO roles in January 2024 to instill greater
accountability;
-- Encouraged a board member to resign from an outside board to address
stockholder concerns regarding overboarding;
-- Amended our bylaws to reflect the adoption of a majority voting standard
for uncontested director elections, with a plurality voting standard for
contested elections; and
-- Evolved our executive compensation program, including introducing
performance share units for 2026, refining our peer group alignment,
enhancing proxy statement disclosure and reinforcing a disciplined
approach to one-time awards in the context of executive compensation.
As it relates to DOMA, members of your board and executive leadership team have also met with DOMA 17 times since September 2023 and interviewed DOMA nominees Oliver Benton Curtis III and Christopher Dennis. Importantly, Eric de Armas did not provide his availability for an interview, despite Pacira's multiple good faith requests.
Following these nominee interviews and our established vetting processes, Pacira's board determined that none of DOMA's nominees possess the knowledge and experience necessary to be value additive to Pacira's board.
We urge you to support Pacira's continued positive momentum. Vote the BLUE proxy card today "FOR" each of Pacira's three highly qualified board nominees - Christopher Christie, Samit Hirawat, MD and Thomas Wiggans - and DISREGARD any white proxy card you may receive from DOMA.
If you have questions or require assistance with voting your shares, please contact Pacira's proxy solicitor:
D.F. King & Co., Inc. at +1 (800) 714-3310 (toll-free from the U.S. and Canada) or +1 (646) 981-1286 (banks and brokers) or email PCRX@dfking.com.
Thank you for your continued support of Pacira. Sincerely,
The Pacira Board of Directors
Advisors
Goldman Sachs & Co. LLC is acting as financial advisor and Perkins Coie LLP is acting as legal counsel to Pacira.
About Pacira
Pacira delivers innovative, non-opioid pain therapies to transform the lives of patients. Pacira has three commercial-stage non-opioid treatments: EXPAREL$(R)$ (bupivacaine liposome injectable suspension), a long-acting local analgesic currently approved for infiltration, fascial plane block, and as an interscalene brachial plexus nerve block, an adductor canal nerve block, and a sciatic nerve block in the popliteal fossa for postsurgical pain management; ZILRETTA(R) (triamcinolone acetonide extended-release injectable suspension), an extended-release, intra-articular injection indicated for the management of osteoarthritis knee pain; and iovera(R) deg, a novel, handheld device for delivering immediate, long-acting, drug-free pain control using precise, controlled doses of cold temperature to a targeted nerve. The company is also advancing a pipeline of clinical-stage assets for musculoskeletal pain and adjacencies, its most advanced product candidate, PCRX-201 (enekinragene inzadenovec), a novel locally administered gene therapy, is in Phase 2 clinical development for osteoarthritis of the knee. To learn more about Pacira, visit www.pacira.com.
Forward-Looking Statements
Any statements in this document about Pacira's future expectations, plans, trends, outlook, projections and prospects, and other statements containing the words "believes," "anticipates," "plans," "estimates," "expects," "intends," "may," "will," "would," "could," "can" and similar expressions, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to: the Annual Meeting; Pacira's board of directors and the contributions of new directors and director nominees; '5x30', our growth and business strategy, our future outlook, the strength and efficacy of our intellectual property protection and patent terms, our future growth potential and future financial and operating results and trends, our plans, objectives, expectations (financial or otherwise) and intentions, including our plans with respect to the repayment of our indebtedness, anticipated product portfolio and product development programs, strategic alliances, plans with respect to the Non-Opioids Prevent Addiction in the Nation ("NOPAIN") Act and any other statements that are not historical facts. For this purpose, any statement that is not a statement of historical fact should be considered a forward-looking statement. We cannot assure you that our estimates, assumptions and expectations will prove to have been correct. Actual results may differ materially from these indicated by such forward-looking statements as a result of various important factors, including risks relating to, among others: risks associated with acquisitions, such as the risk that the acquired businesses and/or assets will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; our manufacturing and supply chain, global and United States economic conditions (including tariffs, inflation and rising interest rates), and our business, including our revenues, financial condition, cash flows and results of operations; the success of our sales and manufacturing efforts in support of the commercialization of EXPAREL, ZILRETTA and ioveradeg; the rate and degree of market acceptance of EXPAREL, ZILRETTA and ioveradeg; the size and growth of the potential markets for EXPAREL, ZILRETTA and ioveradeg and our ability to serve those markets; our plans to expand the use of EXPAREL, ZILRETTA and ioveradeg to additional indications and opportunities, and the timing and success of any related clinical trials for EXPAREL, ZILRETTA, ioveradeg and any of our other product candidates, including but not limited to PCRX-201 (enekinragene inzadenovec) and PCRX-2002; the commercial success of EXPAREL, ZILRETTA and ioveradeg; the related timing and success of United States Food and Drug Administration supplemental New Drug Applications and premarket notification 510(k)s; the related timing and success of European Medicines Agency Marketing Authorization Applications; our plans to evaluate, develop and pursue additional product candidates utilizing our proprietary high-capacity adenovirus ("HCAd") vector platform; the approval of the commercialization of our products in other jurisdictions (by either us or our partners); clinical trials in support of an existing or potential HCAd-based product candidate; our commercialization and marketing capabilities; our ability to successfully complete capital projects; the outcome of any litigation; the recoverability of our deferred tax assets; assumptions associated with contingent consideration payments; assumptions used for estimated future cash flows associated with determining the fair value of the company; the anticipated funding or benefits of our share repurchase program; and factors discussed in the "Risk Factors" of Pacira's most recent Annual Report on Form 10-K and in other filings that it periodically makes with the U.S. Securities and Exchange Commission (the "SEC"). In addition, the forward-looking statements included in this document represent Pacira's views as of the date of this document. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements, and as such Pacira anticipates that subsequent events and developments will cause its views to change. Except as required by applicable law, Pacira undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and readers should not rely on these forward-looking statements as representing Pacira's views as of any date subsequent to the date of this document.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Pacira's actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements. These factors include the matters discussed and referenced in the "Risk Factors" of Pacira's most recent Annual Report on Form 10-K and in other filings that Pacira periodically makes with the SEC.
Important Additional Information Regarding Proxy Solicitation
On April 28, 2026, Pacira filed a definitive proxy statement on Schedule 14A and BLUE proxy card with the SEC in connection with its solicitation of proxies for Pacira's 2026 annual meeting of stockholders (the "2026 Proxy Statement," and such meeting the "2026 Annual Meeting"). This document is not a substitute for the 2026 Proxy Statement or any other document that Pacira has filed or may file with the SEC in connection with any solicitation by Pacira. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF PACIRA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING PACIRA'S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. These documents, including the definitive 2026 Proxy Statement (and any amendments or supplements thereto) and other documents filed by Pacira with the SEC, are, or will be when filed, available for no charge on the SEC's website at http://www.sec.gov and on Pacira's investor relations website at https://investor.pacira.com.
Participants in the Solicitation
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