PACIRA PHARMACEUTICALS, INC. (PCRX) SPO
|Company Name||PACIRA PHARMACEUTICALS, INC.|
|Company Address||5 SYLVAN WAY
PARSIPPANY, NJ 07054
|CEO||David M. Stack|
|Employees (as of 12/31/2011)||133|
|State of Inc||--|
|Fiscal Year End||12/31|
|Exchange||Nasdaq National Market|
|Shares Over Alloted||0|
|Shareholder Shares Offered||--|
|Lockup Period (days)||180|
|Quiet Period Expiration||5/22/2012|
We estimate that the net proceeds from this offering will be approximately $54.6 million, or approximately $62.9 million if the underwriters exercise their option to purchase additional shares from us in full, in each case after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for the planned manufacture and commercialization of EXPAREL in the approved indication of administration by local infiltration in the United States, EXPAREL franchise expansion through the development of the nerve block indication, investment in additional manufacturing infrastructure to meet expected future EXPAREL demand, and for working capital and other general corporate purposes. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including: • the timing and success of this offering; • the costs of our commercialization activities for EXPAREL; • the cost and timing of expanding our manufacturing facilities and purchasing manufacturing and other capital equipment for EXPAREL and our product candidates; • the costs of performing additional clinical trials for EXPAREL, including the pediatric trials required by the FDA as a condition of approval; • the scope, progress, results and costs of development for additional indications for EXPAREL and for our product candidates; • the cost, timing and outcome of regulatory review of our product candidates; • the extent to which we acquire or invest in products, businesses and technologies; • the extent to which we choose to establish collaboration, co-promotion, distribution or other similar agreements for product candidates; • the costs of preparing, submitting and prosecuting patent applications and maintaining, enforcing and defending intellectual property claims; and • any unforeseen or underestimated cash needs. We therefore cannot estimate the amount of net proceeds to be used for all of the purposes described above. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of net proceeds. Following this offering, we believe that our available funds will be sufficient to fund the commercial launch of EXPAREL in the United States. It is possible that we will not achieve the progress that we expect with respect to EXPAREL because the actual costs are difficult to predict and are subject to substantial risks and delays. We have no committed external sources of funds. To the extent that the net proceeds from this offering and our other capital resources are insufficient to commercially launch EXPAREL, we will need to finance our cash needs through public or private equity offerings, debt financings, corporate collaboration and licensing arrangements or other financing alternatives. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.
The pharmaceutical and biotechnology industries are intensely competitive and subject to rapid and significant technological change. Our competitors include organizations such as major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical companies and generic drug companies. Many of our competitors have greater financial and other resources than we have, such as more commercial resources, larger research and development staffs and more extensive marketing and manufacturing organizations. As a result, these companies may obtain marketing approval more rapidly than we are able and may be more effective in selling and marketing their products. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Our competitors may succeed in developing, acquiring or licensing on an exclusive basis technologies and drug products that are more effective or less costly than EXPAREL or any other products that we are currently selling through partners or developing or that we may develop, which could render our products obsolete and noncompetitive. We expect any products that we develop and commercialize to compete on the basis of, among other things, efficacy, safety, convenience of administration and delivery, price and the availability of reimbursement from government and other third-party payers. We also expect to face competition in our efforts to identify appropriate collaborators or partners to help commercialize our product candidates in our target commercial markets. EXPAREL is competing with elastomeric pump/catheter devices intended to provide bupivacaine over several days. I-FLOW Corporation (acquired by Kimberly-Clark Corporation in 2009) has marketed these medical devices in the United States since 2004. In addition, we anticipate EXPAREL will compete with currently marketed bupivacaine and opioid analgesics such as morphine.
We are an emerging specialty pharmaceutical company focused on the development, commercialization and manufacture of proprietary pharmaceutical products, based on our proprietary DepoFoam drug delivery technology, for use in hospitals and ambulatory surgery centers. On October 28, 2011, the
United States Food and Drug Administration, or FDA, approved our New Drug Application, or NDA, for our lead product candidate, EXPAREL, a liposome injection of bupivacaine, an amide local anesthetic, indicated for single-dose infiltration into the surgical site to produce postsurgical analgesia. We believe EXPAREL addresses a significant unmet medical need for a long-acting non-opioid postsurgical analgesic, resulting in simplified postsurgical pain management and reduced opioid consumption, leading to improved patient outcomes and enhanced hospital economics. We estimate there are approximately 45 million opportunities annually in the United States for EXPAREL to be used. We have developed a sales force entirely dedicated to commercializing EXPAREL comprised of approximately 60 representatives, seven regional managers and a national sales manager. This sales force has been active in the marketplace since January 2012. On April 9, 2012, EXPAREL was made available for commercial sale to our customers. Our commercial team has identified product champions for EXPAREL at key institutions for pharmacy therapeutic committee reviews, to support formulary approvals and to establish the optimal clinical role for EXPAREL among our key customers. Through March 27, 2012, in our top 100 targeted customer accounts, we have identified approximately 70 champions and we have gained access in approximately 33 of these customers. In our top 500 targeted accounts, we have identified approximately 324 champions and we have gained access in approximately 53 of these customers. In our top 1,000 targeted accounts, approximately 478 champions have been identified and we have gained access in over 200 accounts. Finally, we have presented EXPAREL to more than 600 plastic surgeons, and more than 200 have indicated an interest in utilizing the product in their surgical procedures upon availability. Our current product portfolio and product candidate pipeline is summarized in the table below: Product(s)/ Primary Commercialization Product Candidate(s) Indication(s) Status Rights Postsurgical Approved by Pacira (worldwide) analgesia by FDA EXPAREL infiltration Postsurgical Phase 2 Pacira (worldwide) analgesia-nerve (completed) block DepoCyt(e) Lymphomatous Marketed Sigma-Tau meningitis Pharmaceuticals Mundipharma International DepoDur Post-operative pain Marketed EKR Therapeutics(1) Flynn Pharmaceuticals DepoNSAID Acute pain Preclinical Pacira (worldwide) DepoMethotrexate Rheumatoid arthritis Preclinical Pacira (worldwide) Oncology Preclinical Pacira (worldwide) (1)On January 3, 2012, EKR exercised its right to terminate the agreement and delivered a notice of termination. Pursuant to the terms of the agreement, the termination of the licensing, distribution and marketing agreement will be effective 180 days from the date of the notice or July 1, 2012. ------- We were incorporated in Delaware under the name Blue Acquisition Corp. in December 2006 and changed our name to Pacira, Inc. in June 2007. In October 2010, we changed our name to Pacira Pharmaceuticals, Inc. Pacira Pharmaceuticals, Inc. is the holding company for our California operating subsidiary of the same name, which we refer to as PPI-California. On March 24, 2007, MPM Capital, Sanderling Ventures, OrbiMed Advisors, HBM BioVentures, the Foundation for Research and their co-investors, through Pacira Pharmaceuticals, Inc., acquired PPI-California, from SkyePharma Holding, Inc., which we refer to as the Acquisition. PPI-California was known as SkyePharma, Inc. prior to the Acquisition. In this prospectus, the term Predecessor refers to SkyePharma, Inc. prior to March 24, 2007, or the Acquisition Date, and the term Successor refers to Pacira Pharmaceuticals, Inc. and its consolidated subsidiaries. Our principal executive offices are located at 5 Sylvan Way, Suite 100, Parsippany, New Jersey 07054, and our telephone number is (973) 254-3560. Our website address is www.pacira.com.
|Auditor||J.H. Cohn LLP|
|Company Counsel||Wilmer Cutler Pickering Hale and Dorr LLP|
|Lead Underwriter||Barclays Capital Inc|
|Lead Underwriter||Jefferies & Company, Inc|
|Transfer Agent||Computershare Trust Company, N.A|
|Underwriter||Brean Murray, Carret & Co., LLC|
|Underwriter||Piper Jaffray & Co.|
|Underwriter||Wedbush Securities Inc|
|Underwriter Counsel||Latham & Watkins LLP|
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