Pacira BioSciences, Inc. (PCRX) and Flexion Therapeutics, Inc. (FLXN) announced Monday a definitive agreement pursuant to which Pacira will acquire Flexion for $8.50 per share in cash, plus one non-tradeable contingent value right (CVR) worth up to $8.00 per share in cash.
The deal will help Pacira to further expand its leadership position in non-opioid pain management. It adds the highly complementary ZILRETTA to Pacira commercial offering.
The transaction was unanimously approved by the board of directors of each of Pacira and Flexion.
Flexion is a commercial-stage biopharmaceutical company focused on the development and commercialization of novel, local non-opioid therapies for the treatment of patients with musculoskeletal conditions, including osteoarthritis (OA), postsurgical pain and low back pain.
Under the terms of the definitive agreement, Pacira will commence a tender offer to acquire all outstanding shares of Flexion for a purchase price of $8.50 per share in cash, plus one non-tradeable CVR.
The CVR will entitle Flexion stockholders to up to an additional $8.00 per share in cash payable (subject to certain terms and conditions) upon achievement of the following milestones.
The transaction is not subject to any financing condition and Pacira will fund the transaction from its existing cash resources.
The transaction is anticipated to close during the fourth quarter of 2021, subject to customary closing conditions, including receipt of required regulatory approvals and the tender of a majority of the outstanding shares of Flexion's common stock.
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.
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