Viatris agrees to buy Pacira for $36.50 a share in $1.65 billion deal

Viatris Inc. (VTRS) said Thursday it would buy Pacira BioSciences Inc. for $36.50 per share in cash, an aggregate equity value of $1.65 billion, to build out its innovative medicines business.

The company said in an 8-K filing that it entered into the merger agreement on Oct. 8 with Pacira BioSciences Inc. (PCRX) and Peach Purchaser Sub Inc., a wholly owned Viatris subsidiary.

Pacira’s two marketed products are EXPAREL, used for postsurgical pain, and ZILRETTA, used for osteoarthritis knee pain. The filing describes both as patent-protected, high-margin medicines in the U.S.

Pacira generated approximately $746 million in total revenue and approximately $177 million in adjusted EBITDA, or earnings before interest, taxes, depreciation and amortization, in the 12 months ended June 30, 2026.

“The pending acquisition of Pacira BioSciences is an important step in advancing our strategy to build our innovative medicines business,” said CEO Scott A. Smith.

The filing says the products are synergistic with Viatris’ fast-acting meloxicam opportunity. Pacira also adds U.S. commercial, market access, medical affairs and global R&D capabilities, the company said.

“As we enter this next chapter, we are confident that Viatris’ shared vision, substantial resources, and global scale will accelerate the impact of our mission and help bring our transformative therapies to even more patients,” said Frank D. Lee, CEO, Pacira BioSciences.

Terms of the offer

Purchaser will commence a tender offer for all outstanding Pacira shares at $36.50 per share in cash. The offer will remain open for 10 business days, subject to extension.

Any shares not tendered will be acquired in a second-step merger under Section 251(h) of Delaware corporate law. No stockholder vote is required.

Completion requires that a majority of Pacira’s outstanding shares be tendered and that the Hart-Scott-Rodino antitrust waiting period expire. The deal has no financing condition.

Both boards approved the transaction. Pacira’s board unanimously recommends that its stockholders tender their shares.

Pacira would pay Viatris a $62 million termination fee in specified circumstances. These include Pacira entering a deal for a superior offer or its board withdrawing support for the offer.

Either company may terminate if the offer is not completed by April 8, 2027. That date extends automatically to July 8, 2027 if only antitrust approvals and legal restraints remain unsatisfied.

Funding and timing

Viatris expects to fund the transaction primarily from excess cash, with the remainder from short-term borrowings. Paul Campbell, Interim CFO, Chief Accounting Officer & Corporate Controller, said the company expects minimal impact on its gross leverage ratio.

“The proposed transaction is expected to be immediately accretive to our financial guidance metrics,” said Paul Campbell, Interim CFO, Chief Accounting Officer & Corporate Controller.

The transaction is expected to close by the end of 2026. After completion, Pacira will be a wholly owned subsidiary and its common stock will no longer trade on the Nasdaq Global Select Market.

The filing does not state a purchase premium over Pacira’s recent share price.

Advisors

Morgan Stanley & Co. LLC is financial advisor to Viatris, and Cravath, Swaine & Moore LLP is legal advisor. Centerview Partners LLC also provided strategic and financial advice.

Goldman Sachs & Co. LLC is exclusive financial advisor to Pacira, and Ashurst Perkins Coie is legal advisor.

Earnings call

Viatris will report third-quarter 2026 results on Nov. 5. The company will hold a conference call at 8:30 a.m. ET that day to discuss the results and the Pacira transaction.