Viatris agrees to acquire Pacira for $1.65B

On October 8, 2026, Viatris and Pacira BioSciences announced from Pittsburgh and Brisbane, Calif., that they had entered into a definitive merger agreement. Viatris agreed to pay $36.50 per share in cash. The aggregate equity value was $1.65 billion. That was a roughly 45 percent premium.

Pacira’s stock jumped in premarket and early trading that morning. Shares that had settled at $25.20 the afternoon before moved higher as traders priced the cash bid, drawing close to the offer itself. The agreement carried the unanimous approval of both boards, and Pacira’s directors recommended that shareholders tender once the offer opened. Frank D. Lee, chief executive officer of Pacira BioSciences, was named in the joint release.

Pacira’s commercial machine ran on two injectables. EXPAREL is a bupivacaine liposome injectable suspension for acute postsurgical pain. ZILRETTA is a triamcinolone acetonide extended-release injectable suspension for osteoarthritis knee pain. In the twelve months ended June 30, 2026, the company generated approximately $746 million in total revenue and approximately $177 million in adjusted EBITDA, a measure of operating profit. For 2026 it expected Exparel sales of $600 million to $620 million and Zilretta sales of about $116 million, similar to 2025. The portfolio had already reached nearly 20 million patients.

“Our mission from the start has been to deliver innovative, non-opioid pain therapies to transform the lives of patients,” said Frank D. Lee, chief executive officer of Pacira BioSciences. “Pacira has helped reshape pain management by advancing awareness, expanding patient access and driving the adoption of opioid-sparing therapies. I am immensely proud of what our team has accomplished, from building a leading commercial portfolio that has helped nearly 20 million patients access non-opioid pain management, to advancing our 5x30 strategy and expanding our innovative pipeline. 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.”

The two injectables would sit beside Viatris’s own investigational fast-acting meloxicam, MR-107A-02, which carried an FDA PDUFA date of December 27, 2026—the deadline by which the agency would decide on the marketing application. The three therapies together formed the non-opioid pain franchise the buyer was assembling.

Scott A. Smith, chief executive officer of Viatris, said: “The pending acquisition of Pacira BioSciences is an important step in advancing our strategy to build our innovative medicines business. The addition of EXPAREL, for acute postsurgical pain, and ZILRETTA, for osteoarthritis knee pain, are synergistic with our fast-acting meloxicam market opportunity and position us as a leader in non-opioid pain management therapies, an area where patients and healthcare providers continue to seek more treatment options. Pacira also brings Viatris additional U.S. innovative commercial, market access, medical affairs and global R&D capabilities that are highly complementary to our existing infrastructure and portfolio. This transaction accelerates our path to sustained revenue and earnings growth and adds an innovative development pipeline in certain high-value, specialty-driven therapeutic areas with a high unmet need.”

Paul Campbell, interim chief financial officer, chief accounting officer and corporate controller of Viatris, described the funding in plain terms. The purchase would be immediately accretive to the company’s financial guidance metrics, lifting the numbers used to steer investors from the moment it closed. Viatris expected to draw primarily on excess cash, covering only the balance with short-term borrowings.

“The proposed transaction is expected to be immediately accretive to our financial guidance metrics,” Campbell said. “Importantly, we expect to fund the transaction primarily from excess cash with the remainder from short-term borrowings. As such, we expect the transaction will have minimal impact on our gross leverage ratio. We believe the transaction is consistent with our disciplined and balanced approach to capital allocation, preserves our financial flexibility and provides opportunities to create additional value through both cost and revenue synergies.”

Gross leverage would barely move. The structure kept capital allocation disciplined and left room for both cost and revenue synergies once the companies combined.

Viatris would open the transaction with a tender offer for every outstanding share of Pacira common stock. In a tender offer the buyer invites holders to sell their shares directly at the stated cash price; those who accept deliver the stock into the offer window. Once that window closed, a second-step merger would convert every remaining share into the identical cash consideration and leave Pacira a wholly owned subsidiary.

The merger would be completed under Section 251(h) of the Delaware General Corporation Law. The statute lets a buyer that has already secured a majority through the tender finish the combination without calling a separate stockholder vote. The Minimum Condition fixed the threshold at more than 50 percent of Pacira’s outstanding shares validly tendered and not withdrawn. That majority bar could not be waived without Pacira’s consent. Ownership therefore turned on a single concrete test: whether more than half the shares would come in.

Viatris filed Form 8-K and Form SC TO-C with the Securities and Exchange Commission on October 8, 2026, disclosing the terms of the Merger Agreement. The Form 8-K reported the entry into a material definitive agreement; the SC TO-C registered the pre-commencement communications that would precede the tender offer. Both went onto the public docket the same day the companies announced the deal, placing the full structure before every Pacira shareholder and the market.

The transaction was subject to the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. That statute requires companies above set size thresholds to notify federal antitrust agencies of a proposed merger and then observe a pause while the agencies examine competitive effects. Viatris and Pacira each agreed to submit the required Notification and Report forms promptly, and in any event within 15 business days after the date of the Merger Agreement. The fifteen-business-day window fixed when the antitrust clock would start.

Once that waiting period expired or was terminated, the remaining conditions could be met. The companies expected the transaction to close by the end of 2026.