Viatris to Acquire Pacira BioSciences for $36.50 a Share in $1.65 Billion Cash Deal

Viatris (VTRS) and Pacira BioSciences (PCRX) announced a definitive agreement under which Viatris will acquire all outstanding shares of Pacira for $36.50 per share in cash, representing an aggregate equity value of $1.65 billion, according to a joint announcement reported by PRNewswire via Stock Titan and Seeking Alpha Market News.

Deal Structure and Conditions

The transaction is structured as a cash tender offer. Viatris will commence an offer to buy all outstanding shares of Pacira common stock for $36.50 per share, and any shares not tendered will be acquired in a second-step merger at the same price, Stock Titan reported. As of the announcement, the tender offer had not yet commenced; Viatris said it will file a Tender Offer Statement on Schedule TO and Pacira will file a Schedule 14D-9 recommendation statement once the offer formally begins. No commencement or expiration date has been disclosed.

Closing conditions include the tender of a majority of Pacira's outstanding shares and expiration of the applicable regulatory waiting period, per the companies' statement. Specifically, the minimum tender condition requires that Pacira stockholders validly tender and not withdraw at least a majority of the shares outstanding as of immediately following the offer's expiration. Both companies' boards unanimously approved the agreement, and Pacira's board unanimously recommends that stockholders tender their shares. The companies expect the deal to close by the end of 2026, after which Pacira would become a wholly owned Viatris subsidiary and its stock would be delisted from the Nasdaq Global Select Market.

The announcement's risk disclosures flag "the possibility that competing offers may be made" as one risk to completion, but no termination fee or go-shop provision was disclosed in the materials reviewed.

Financing and Financial Profile

Viatris said it expects to fund the transaction primarily from excess cash, with the remainder from short-term borrowings, and anticipates the deal will have minimal impact on its gross leverage ratio, according to the companies' statement. No specific dollar figure for new borrowing was disclosed, nor were details on expected EPS accretion, free-cash-flow impact, or any revision to prior full-year guidance provided in the materials reviewed.

On the target's financials, Pacira generated approximately $746 million in total revenue and approximately $177 million in adjusted EBITDA in the twelve months ended June 30, 2026, per the deal announcement. By our calculation, the gap between those two disclosed figures is $569 million ($746 million minus $177 million) — a straightforward arithmetic comparison of reported revenue scale against reported adjusted EBITDA, not a margin estimate or a forward-looking projection.

Exparel and Zilretta: The Commercial Core

Pacira's value to Viatris centers on two marketed U.S. products the companies described as "established, high-margin, patent-protected": EXPAREL (bupivacaine liposome injectable suspension), used for acute postsurgical pain, and ZILRETTA (triamcinolone acetonide extended-release injectable suspension), used for osteoarthritis-related knee pain. The announcement did not disclose specific patent expiry dates for either product. The release did note that ZILRETTA was approved by the FDA on October 6, 2017, as the first and only extended-release intra-articular therapy for osteoarthritis-related knee pain.

Viatris framed part of its rationale around post-exclusivity lifecycle management, stating it plans to use its intellectual property expertise and "proven ability to extend product lifecycles and sustain meaningful sales after the entry of competition" to maximize the long-term value of the Pacira portfolio and expand the products' reach within its global infrastructure, according to the joint statement.

Viatris CEO Scott A. Smith said the two Pacira drugs are "synergistic" with the company's fast-acting meloxicam opportunity and would position Viatris "as a leader in non-opioid pain management therapies," per the announcement. Pacira CEO Frank D. Lee pointed to the company's track record of helping nearly 20 million patients access non-opioid pain management and said Viatris' resources and global scale would help accelerate Pacira's strategy.

Beyond the two marketed products, Pacira's pipeline includes PCRX-201 (enekinragene inzadenovec), described as its most advanced product candidate, a locally administered gene therapy currently in Phase 2 development for osteoarthritis of the knee, the companies said.

Advisors and Next Steps

Morgan Stanley is serving as financial advisor to Viatris, with Cravath, Swaine & Moore as legal advisor; Centerview Partners also provided strategic and financial advice to Viatris. Goldman Sachs is serving as exclusive financial advisor to Pacira, with Ashurst Perkins Coie as legal advisor, according to the deal announcement.

Viatris is scheduled to report third-quarter 2026 financial results on Nov. 5, 2026, with executives set to discuss both quarterly results and the Pacira transaction on a conference call at 8:30 a.m. ET that day, per the companies' statement.

Bottom Line

The agreement gives Viatris two branded, patent-protected non-opioid pain products alongside an early-stage gene therapy candidate, funded mainly through existing cash with limited new borrowing, by the company's own account. Completion still depends on a majority tender from Pacira shareholders and clearance of the regulatory waiting period, with no termination fee, go-shop clause, or exact offer timeline disclosed in the materials reviewed. Investors should watch for the formal Schedule TO filing, which will set the actual tender offer timetable, and for any additional financial detail Viatris provides when it reports third-quarter results on Nov. 5.