DOMA Perpetual Capital Management Announces Intent to Nominate Four Highly Qualified, Independent Director Candidates at 2025 Annual Meeting of Pacira BioSciences, Inc.

Rhea-AI Summary

DOMA Perpetual Capital Management, owning 4.14% of Pacira BioSciences (NASDAQ: PCRX), announced plans to nominate four independent director candidates for Pacira's 2025 annual stockholder meeting. DOMA has hired Olshan Frome Wolosky LLP as legal counsel for company dealings.

Expressing strong confidence in Pacira's intellectual property value, DOMA believes the company's stock is significantly undervalued. They are urging Pacira to initiate an immediate stock tender offer for 10 million shares using available cash reserves, followed by executing their previously approved $150 million buyback program using the company's healthy and growing free cash flow.

Positive

• Company has substantial cash reserves on hand
• Company demonstrates healthy and growing free cash flow
• Previously approved $150 million share buyback program in place

Negative

• Activist investor intervention suggesting potential governance concerns
• Stock considered significantly undervalued, indicating market performance issues

Insights

Financial Analyst

This activist campaign by DOMA, owning 4.14% of Pacira, signals potential significant changes ahead. The proposed board nominations and push for share buybacks could catalyze value creation. With Pacira trading significantly below perceived value, DOMA's aggressive stance on capital return - calling for both a tender offer for 10 million shares and execution of the approved $150 million buyback - could help address the valuation gap. The focus on intellectual property value suggests confidence in the company's fundamental prospects despite current market pricing. This activist pressure could force management to be more aggressive in capital allocation, potentially benefiting shareholders through enhanced returns and improved governance.

Corporate Governance Expert

The activist campaign's timing and structure are strategically significant. DOMA's early announcement for 2025 board nominations puts immediate pressure on current management while providing ample time for shareholder engagement. The hiring of Olshan Frome Wolosky, a renowned activist investor law firm, demonstrates DOMA's serious commitment and suggests a well-prepared campaign. The push for four board seats would represent a substantial change in board composition, potentially leading to significant strategic shifts. The dual focus on board refreshment and capital return indicates a comprehensive approach to value creation through both governance and financial engineering.

Expresses Conviction in Pacira's IP and Belief that Shares are Significantly Undervalued

Urges Pacira to Immediately Commence Stock Tender Offer with Cash on Hand

MIAMI, Dec. 11, 2024 /PRNewswire/ -- DOMA Perpetual Capital Management LLC (together with its affiliates, "DOMA"), which beneficially owns approximately 4.14% of the outstanding shares of Common Stock of Pacira BioSciences, Inc. (NASDAQ: PCRX) ("Pacira" or the "Company"), today announced that it intends to nominate four highly-qualified, independent director candidates at the Company's 2025 annual meeting of stockholders, and stated that it has hired Olshan Frome Wolosky LLP as counsel to represent it in its dealings with the Company. DOMA further stated that it believes strongly in the value of the Company's intellectual property and that the Company's stock is grossly undervalued and urged the Company to immediately commence a stock tender offer for 10 million shares using its substantial cash on hand, and then execute its already-approved $150 million buyback program using the Company's healthy and growing free cash flow.

About DOMA Perpetual Capital Management LLC:
DOMA Perpetual Capital Management LLC is an asset management firm based in Miami, Florida. DOMA Perpetual strives to achieve great investment results by identifying attractive, uncorrelated companies with sustainable competitive advantages, while limiting exposure to downside risks. It employs an opportunistic, fundamentals-based strategy that invests in companies across a variety of sectors and market caps throughout the globe.

Contact:
DOMA Perpetual Capital Management LLC
ir@domaperpetual.com 

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

DOMA Perpetual Capital Management LLC, a Delaware limited liability company ("DOMA"), together with the other participants named herein, intend to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of director nominees at the 2025 annual meeting of stockholders of Pacira BioSciences, Inc., a Delaware corporation (the "Company").

DOMA STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be DOMA, DOMA Perpetual LO Equity Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands ("DOMA LO Master"), DOMA Perpetual Partners GP LLC, a Delaware limited liability company ("DOMA GP"), Pedro Escudero and the individuals to be nominated by DOMA as director candidates at the Company, who have not yet been identified.

As of the date hereof, DOMA LO Master directly beneficially owns 1,747,849 shares of Common Stock, par value $0.001 par value per share, of the Company (the "Common Stock"). As of the date hereof, Mr. Escudero directly beneficially owns 159,000 shares of Common Stock. As Investment Manager of DOMA LO Master, DOMA may be deemed to beneficially own the 1,747,849 shares of Common Stock beneficially owned by DOMA LO Master. As general partner of DOMA LO Master, DOMA GP may be deemed to beneficially own the 1,747,849 shares of Common Stock beneficially owned by DOMA LO Master. As Founder and Chief Investment Officer of DOMA and Managing Member of DOMA GP, Mr. Escudero may be deemed to beneficially own the 1,747,849 shares of Common Stock beneficially owned by DOMA and DOMA GP.

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SOURCE DOMA Perpetual

FAQ

What is DOMA's ownership stake in Pacira BioSciences (PCRX)?

DOMA Perpetual Capital Management owns approximately 4.14% of Pacira BioSciences' outstanding common stock.

How many director candidates does DOMA plan to nominate for PCRX's 2025 annual meeting?

DOMA plans to nominate four highly-qualified, independent director candidates at Pacira's 2025 annual meeting of stockholders.

What is the size of PCRX's approved share buyback program?

Pacira has an approved share buyback program of $150 million.

How many shares is DOMA urging PCRX to purchase in the proposed tender offer?

DOMA is urging Pacira to commence a stock tender offer for 10 million shares.

Which law firm has DOMA hired for its dealings with PCRX?

DOMA has hired Olshan Frome Wolosky LLP as counsel to represent it in its dealings with Pacira.