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Transaction Valuation*
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Amount of Filing Fee**
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$493,178,877.03
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$45,717.68
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| Amount Previously Paid: | | | N/A | | | Filing Party: | | | N/A | |
| Form or Registration No.: | | | N/A | | | Date Filed: | | | N/A | |
| | | | OYSTER ACQUISITION COMPANY INC. | | |||
| | | | By | | |
/s/ Kristen Williams
Name:
Kristen Williams
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Title:
Secretary
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Date:
October 22, 2021
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| | | | PACIRA BIOSCIENCES, INC. | | |||
| | | | By | | |
/s/ Kristen Williams
Name:
Kristen Williams
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| | | | | | |
Title:
Chief Administrative Officer and Secretary
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Date:
October 22, 2021
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY,
ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON NOVEMBER 18, 2021, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. |
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| | | | | I-1 | | |
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High
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Low
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Fiscal Year Ended December 31, 2019 | | | | | | | | | | | | | |
First Quarter
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| | | $ | 15.51 | | | | | $ | 10.98 | | |
Second Quarter
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| | | $ | 13.40 | | | | | $ | 9.65 | | |
Third Quarter
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| | | $ | 15.67 | | | | | $ | 8.76 | | |
Fourth Quarter
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| | | $ | 22.98 | | | | | $ | 12.70 | | |
Fiscal Year Ended December 31, 2020 | | | | | | | | | | | | | |
First Quarter
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| | | $ | 21.34 | | | | | $ | 5.01 | | |
Second Quarter
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| | | $ | 13.37 | | | | | $ | 6.53 | | |
Third Quarter
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| | | $ | 14.39 | | | | | $ | 10.20 | | |
Fourth Quarter
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| | | $ | 13.61 | | | | | $ | 10.05 | | |
Fiscal Year Ending December 31, 2021 | | | | | | | | | | | | | |
First Quarter
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| | | $ | 13.66 | | | | | $ | 8.22 | | |
Second Quarter
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| | | $ | 9.75 | | | | | $ | 6.71 | | |
Third Quarter
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| | | $ | 8.41 | | | | | $ | 4.30 | | |
Fourth Quarter (through October 21, 2021)
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| | | $ | 9.89 | | | | | $ | 5.40 | | |
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Name
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Citizenship
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Position
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| David Stack | | |
United States of America
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| | Chief Executive Officer and Chairman of the Board of Directors; Member of the Science and Technology Committee | |
| Laura Brege | | |
United States of America
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| | Director; Chairperson of the Audit Committee; Member of the Nominating and Corporate Governance Committee | |
| Christopher Christie | | |
United States of America
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| | Director | |
| Mark I. Froimson, MD | | |
United States of America
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| | Director; Member of the Audit Committee; Member of the Science and Technology Committee | |
| Yvonne Greenstreet, MBChB, MBA | | |
United States of America
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| | Director; Member of the Compensation Committee; Member of the Science and Technology Committee | |
| Paul Hastings | | |
United States of America
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| | Lead Director; Chairperson of the Compensation Committee; Member of the Nominating and Corporate Governance Committee | |
| Mark Kronenfeld, MD | | |
United States of America
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| | Director; Member of the Compensation Committee; Chairperson of the Science and Technology Committee | |
| John P. Longenecker, PhD | | |
United States of America
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| | Director; Member of the Audit Committee; Member of the Compensation Committee; Chairperson of the Nominating and Corporate Governance Committee | |
| Gary Pace, PhD | | |
United States of America
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| | Director; Member of the Science and Technology Committee | |
| Andreas Wicki, PhD | | | Switzerland | | | Director; Member of the Audit Committee | |
| Max Reinhardt | | |
United States of America
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| | President, Rest of World | |
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Charles A. Reinhart, III
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United States of America
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| | Chief Financial Officer | |
| Kristen Williams, J.D. | | |
United States of America
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| | Chief Administrative Officer and Secretary | |
| Jonathan Slonin, M.D. | | |
United States of America
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| | Chief Clinical Officer | |
| Roy Winston | | |
United States of America
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| | Chief Medical Officer | |
| Dennis McLoughlin | | |
United States of America
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| | Chief Customer Officer | |
| Charles Laranjeira | | |
United States of America
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| | Chief Technical Officer | |
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Name
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Citizenship
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Position
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| Ronald J. Ellis, Jr., DO, MBA | | |
United States of America
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| | President | |
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Charles A. Reinhart, III
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United States of America
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| | Treasurer and Chief Financial Officer | |
| Kristen Williams, J.D. | | |
United States of America
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| | Secretary | |
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If delivering by mail:
American Stock Transfer & Trust Company, LLC
Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219
Phone: Toll-free (877) 248-6417
(718) 921-8317 Fax: 718 234-5001 |
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If delivering by hand, express mail, courier
or any other expedited service:
American Stock Transfer & Trust Company, LLC
Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 |
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY,
ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON NOVEMBER 18, 2021, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. |
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If delivering by hand, express mail, courier,
or other expedited service: |
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By mail:
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American Stock Transfer & Trust Co., LLC
Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 |
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American Stock Transfer & Trust Co., LLC
Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 |
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Name(s) and Address of Registered Holder(s)
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If there is any error in the name or address shown
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below, please make the necessary corrections
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Certificate No(s)
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Number of Shares
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TOTAL SHARES
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☐
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| | CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER): | |
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Name of Tendering Institution:
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DTC Participant Number:
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Transaction Code Number:
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☐
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| | CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY): | |
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Name(s) of Registered Owner(s):
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Window Ticket Number (if any) or DTC Participant
Number:
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution which Guaranteed Delivery:
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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4, 5, 6 and 7) |
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| | To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Cash Amount in consideration of Shares accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above. | | | |||
| | Issue Check and/or Share Certificates to: | | | |||
| | Name: | | | | | |
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(Please Print)
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| | Address: | | | | | |
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(Include Zip Code)
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(Tax Identification or
Social Security Number) |
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Credit Shares tendered by
book-entry transfer that are not accepted for payment to the DTC account set forth below. |
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(DTC Account Number)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 5, 6 and 7) |
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| | To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Cash Amount in consideration of Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above. | | | |||
| | Deliver Check and/or Share Certificates to: | | | |||
| | Name: | | | | | |
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(Please Print)
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| | Address: | | | | | |
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(Include Zip Code)
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If delivering by mail:
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If delivering by hand, express mail, courier
or any other expedited service: |
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American Stock Transfer & Trust Company, LLC
Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 Phone: Toll-free (877) 248-6417 (718) 921-8317 Fax: 718 234-5001 |
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American Stock Transfer & Trust Company, LLC
Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 |
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY,
ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON NOVEMBER 18, 2021, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. |
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If delivering by mail:
|
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If delivering by hand, express mail, courier
or any other expedited service: |
|
|
American Stock Transfer & Trust Company, LLC
Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 Phone: Toll-free (877) 248-6417 (718) 921-8317 Fax: 718 234-5001 |
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American Stock Transfer & Trust Company, LLC
Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 |
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| Name(s) of Record Holder(s): | | |
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| Number of Shares Tendered: | | |
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| Certificate Number(s) (if available): | | |
(please print)
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| Address(es): | | |
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(zip code)
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| ☐ Check if securities will be tendered by book-entry transfer | | |||
| Name of Tendering Institution: | | |
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Area Code and Telephone No.(s):
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| Signature(s): | | |
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| DTC Participant No.: | | |
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| Transaction Code No.: | | |
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| Dated: | | | | |
| Name of Firm: | | |
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| Address: | | |
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(zip code)
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| Area Code and Tel. No.: | | |
(Authorized Signature)
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| Name: | | |
(Please type or print)
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| Title: | | |
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| Dated: | | |
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY,
ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON NOVEMBER 18, 2021, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. |
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY,
ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON NOVEMBER 18, 2021, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. |
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