Why it matters
- Viatris will pay $36.50 a share in cash for Pacira BioSciences, an equity value of $1.65 billion and about 45% above Pacira's Wednesday close of $25.20.
- Pacira makes EXPAREL, a non-opioid drug for pain after surgery, and ZILRETTA, a knee osteoarthritis injection. It had about $746 million of revenue in the 12 months to June 30.
- The deal is a tender offer expected to close by the end of 2026. Viatris plans to pay mainly with cash on hand plus short-term borrowing.
Viatris agreed on Thursday, Oct. 8, to buy Pacira BioSciences for $36.50 a share in cash, an equity value of $1.65 billion, the two companies said. The price is about 45% above Pacira's Wednesday close of $25.20, and Pacira shares jumped about 44% in premarket trading.
The deal gives Viatris, a global healthcare company whose portfolio spans generics, established brands and innovative medicines, two patent-protected U.S. pain treatments. Viatris said the purchase advances its strategy to build an innovative medicines business.
What is Viatris buying?
Pacira sells two non-opioid pain therapies, according to the companies' joint release:
- EXPAREL, a long-acting local analgesic used to manage pain after surgery.
- ZILRETTA, an extended-release injection into the knee joint for osteoarthritis knee pain.
Pacira also has a pipeline led by PCRX-201, a gene therapy in Phase 2 testing for knee osteoarthritis. The company generated about $746 million of total revenue and about $177 million of adjusted EBITDA in the 12 months ended June 30, 2026, the release said.
Viatris Chief Executive Scott A. Smith said the two drugs are "synergistic with our fast-acting meloxicam market opportunity and position us as a leader in non-opioid pain management therapies."
How will the Pacira deal work?
Viatris will start a tender offer for all Pacira shares at $36.50 each. The offer will stay open for 10 business days, subject to extension, according to Viatris' filing with the Securities and Exchange Commission. Shares not tendered will be bought in a second-step merger at the same price, with no shareholder vote needed.
| Deal term | Detail |
|---|---|
| Price per share | $36.50 in cash |
| Equity value | $1.65 billion |
| Premium to Oct. 7 close | About 45% |
| Expected closing | By the end of 2026 |
| Fee Pacira would owe in some cases | $62 million |
Sources: Viatris and Pacira release; Viatris SEC filing; Yahoo Finance.
Both boards approved the deal unanimously, and Pacira's board recommends that shareholders tender. The offer needs more than half of Pacira's shares to be tendered and the expiry of the U.S. antitrust waiting period. It has no financing condition. Pacira would have to pay Viatris a $62 million termination fee in certain cases, such as accepting a better offer, the filing said.
How will Viatris pay for it?
Viatris expects to fund the purchase mainly from excess cash, with the rest from short-term borrowing. Interim Chief Financial Officer Paul Campbell said the company expects "minimal impact on our gross leverage ratio" and that the deal will be immediately accretive to its financial guidance metrics.
How did the stocks react?
Pacira (PCRX) traded at about $36.33 at 8:52 a.m. Eastern time, up about 44% from its Wednesday close, according to Yahoo Finance data. That is just below the $36.50 offer price. Viatris (VTRS) was at about $17.75 at 8:43 a.m., up about 1.5% from $17.49. Premarket trading is thin and prices can swing.
Viatris plans to discuss the deal along with its third-quarter results on Nov. 5. For more deal news, see our companies section, including Schneider Electric's agreement to buy PTC this week. Track the broader tape in markets.
Sources
- Viatris and Pacira BioSciences, Viatris Agrees to Acquire Pacira BioSciences (press release exhibit, SEC)
- Viatris, Form 8-K / Schedule TO-C filing describing the merger agreement (SEC)
- Yahoo Finance, Pacira BioSciences (PCRX) quote and price data
- Yahoo Finance, Viatris (VTRS) quote and price data
