Pacira to acquire VC-backed MyoScience

Pacira Pharmaceuticals Inc has agreed to acquire MyoScience, a medical tech company. Pacira will make an initial payment of $120 million with an additional $100 million contingent upon the fulfillment of certain milestones. MyoScience’s backers include Accuitive Medical Ventures, American Equities Overseas, DeNovo Ventures, Nexus Medical Partners, Valiance and Sobera Capital.

PRESS RELEASE

PARSIPPANY, N.J. and FREMONT, Calif., March 05, 2019 (GLOBE NEWSWIRE) — Pacira Pharmaceuticals, Inc. (“Pacira”) (NASDAQ: PCRX) and MyoScience, Inc. (“MyoScience”), a privately held medical technology company, today announced the signing of a definitive agreement for the acquisition of MyoScience by Pacira. MyoScience currently markets the ioveraº system, a novel, FDA-approved non-opioid treatment that alleviates pain through a mechanism known as cryoanalgesia, which applies intensely focused cold therapy to a specific nerve to interrupt its ability to transmit a pain signal. Results can be felt immediately after ioveraº treatment with pain relief that can last three months, and in some cases longer, as the nerve regenerates over time.

“We are delighted to announce this strategic acquisition, which is highly complementary to EXPAREL and underscores our corporate mission to provide an opioid alternative to as many patients as possible,” said Dave Stack, chairman and chief executive officer of Pacira. “We believe the ioveraº system has significant growth opportunity given the key role it can play in the management of pain associated with both orthopedic surgery and persistent orthopedic conditions such as osteoarthritis. We will be working to leverage our strong commercial infrastructure, partnership network, including our substantial commercial collaboration with Johnson & Johnson, and deep domain expertise to drive widespread adoption of this exciting treatment. By combining ioveraº with EXPAREL, we are offering healthcare providers an effective, non-opioid multimodal regimen that can help mitigate or even eliminate the use of opioids for managing pain before, during and after surgery.”

“We are pleased to enter into this transaction and are confident that Pacira is the ideal fit to build the ioveraº franchise given their commitment to and proven track record of expanding patient access to non-opioid options,” said Timothy Still, president and chief executive officer of MyoScience. “This acquisition comes at a time when opioid abuse and addiction has reached epidemic proportions and alternative approaches to pain management are being mandated. We believe adding ioveraº to EXPAREL-based opioid-sparing protocols will help create an opioid-free perioperative and postoperative experience for many patients.”

Novel ioveraº system highly complementary to EXPAREL
ioveraº is a handheld cryoanalgesia device used to deliver precise, controlled doses of cold temperature only to targeted nerves. Treated nerves are temporarily stopped from sending pain signals until the nerve regenerates over time and the function is restored. The effect is immediate, leading to decreased pain, opioid consumption and improved length of stay while improving physical function for patients. The product has been used in over 20,000 procedures with a growing body of clinical evidence supporting efficacy. Pacira believes that ioverao used in combination with EXPAREL has the potential for an additive effect with a higher likelihood for a completely opioid-free patient journey. The ioveraº system is 510k cleared in the U.S. for the blocking of pain, pain relief, and symptoms associated with osteoarthritis of the knee as well as general surgical use.

Terms of the Agreement
Under the terms of the agreement, Pacira will make an initial payment of $120 million. MyoScience shareholders will be eligible to receive up to an additional $100 million in contingent payments upon achievement of certain regulatory and commercial milestones. Pacira expects the acquisition to be accretive to net income beginning in the second half of 2020 and increasingly accretive thereafter.

The transaction is expected to close in April 2019 subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Upon the closing of the acquisition, Pacira intends to change its corporate name to Pacira BioSciences, Inc., in order to better reflect a broadening portfolio of innovative non-opioid pain management and regenerative health solutions. Pacira will continue to trade under the symbol “PCRX.” Upon the closing of the transaction, MyoScience will become Pacira CryoTech, Inc., a wholly owned subsidiary of Pacira.
Deutsche Bank Securities served as financial advisor and Perkins Coie LLP is acting as legal advisor to Pacira in connection with the transaction. Perella Weinberg Partners LLP served as financial advisor and Latham & Watkins LLP is acting as legal advisor to MyoScience.

Today’s Conference Call and Webcast Reminder
The Pacira management team will host a conference call to discuss the transaction today, Tuesday, March 5, 2019, at 8:30 a.m. ET. The call can be accessed by dialing 1-877-845-0779 (domestic) or 1-720-545-0035 (international) ten minutes prior to the start of the call and providing the Conference ID 4468857.

A replay of the call will be available approximately two hours after the completion of the call and can be accessed by dialing 1-855-859-2056 (domestic) or 1-404-537-3406 (international) and providing the Conference ID 4468857. The replay of the call will be available for two weeks from the date of the live call.

The live, listen-only webcast of the conference call can also be accessed by visiting the “Investors & Media” section of the company’s website at investor.pacira.com. A replay of the webcast will be archived on the Pacira website for two weeks following the call.

About Pacira
Pacira Pharmaceuticals, Inc. (NASDAQ: PCRX) is a specialty pharmaceutical company dedicated to advancing and improving postsurgical outcomes for acute care practitioners and their patients. The company’s flagship product, EXPAREL® (bupivacaine liposome injectable suspension) was commercially launched in the United States in April 2012. EXPAREL utilizes DepoFoam®, a unique and proprietary product delivery technology that encapsulates drugs without altering their molecular structure, and releases them over a desired period of time. To learn more about Pacira, including the corporate mission to reduce overreliance on opioids, visit www.pacira.com.

About MyoScience
Silicon Valley, California-based MyoScience is a privately-held medical device company committed to making its platform technology, the iovera° system, the standard of care for the treatment of peripheral nerves. The iovera° treatment is powered by a patented device that enables cryoneurolysis. The ioveraº system is 510k cleared in the U.S. for the blocking of pain, the relief of pain and symptoms associated with osteoarthritis of the knee for up to 90 days and general surgical use. For more information, please visit www.iovera.com.

About EXPAREL®
EXPAREL (bupivacaine liposome injectable suspension) is indicated for single-dose infiltration in adults to produce postsurgical local analgesia and as an interscalene brachial plexus nerve block to produce postsurgical regional analgesia. Safety and efficacy have not been established in other nerve blocks. The product combines bupivacaine with DepoFoam®, a proven product delivery technology that delivers medication over a desired time period. EXPAREL represents the first and only multivesicular liposome local anesthetic that can be utilized in the peri- or postsurgical setting. By utilizing the DepoFoam platform, a single dose of EXPAREL delivers bupivacaine over time, providing significant reductions in cumulative pain scores with up to a 78 percent decrease in opioid consumption; the clinical benefit of the opioid reduction was not demonstrated. Additional information is available at www.EXPAREL.com.

About ioveraº
The ioverao system is used to destroy tissue during surgical procedures by applying freezing cold. It can also be used to produce lesions in peripheral nervous tissue by the application of cold to the selected site for the blocking of pain. It is also indicated for the relief of pain and symptoms associated with osteoarthritis of the knee for up to 90 days. In one study, the majority of the patients suffering from osteoarthritis of the knee experienced pain and system relief beyond 150 days.1 The ioverao system’s “1×90” Smart Tip configuration (indicating one needle which is 90 mm long) can also facilitate target nerve location by conducting electrical nerve stimulation from a separate nerve stimulator. The ioverao system is not indicated for treatment of central nervous system tissue.