Deals

Viatris Agrees To Buy Pacira For $36.50 A Share, A $1.65 Billion Bet On Non-Opioid Pain Drugs

The all-cash tender offer adds Exparel and Zilretta, with a $62 million termination fee payable by Pacira in specified cases.

Matteo Parrino Jonathan Ponciano

Matteo Parrino, Jonathan Ponciano

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Viatris Agrees To Buy Pacira For $36.50 A Share, A $1.65 Billion Bet On Non-Opioid Pain Drugs

Viatris agreed Thursday to buy Pacira BioSciences for $36.50 per share in cash, an aggregate equity value of $1.65 billion, according to an 8-K filed Thursday. Pacira makes the non-opioid pain injectables Exparel and Zilretta.

What the 8-K says

Viatris will go through a tender offer, a direct bid to Pacira shareholders, followed by a second-step merger at the same price for any shares not tendered. The offer will stay open for 10 business days, subject to extension under certain circumstances, and has no financing condition.

Closing needs more than 50% of Pacira's outstanding shares tendered, plus expiration of the Hart-Scott-Rodino antitrust waiting period. The filing says Viatris cannot waive the majority condition without Pacira's written consent. Both companies must make their antitrust filings within 15 business days of the agreement.

Pacira's board unanimously approved the deal and recommends that holders tender. Either side can walk away if the offer has not been completed by April 8, 2027, with one automatic extension to July 8, 2027 if only antitrust or legal-restraint conditions remain open.

Pacira owes Viatris a $62,000,000 termination fee in specified circumstances, including if it signs a deal for a superior offer or its board withdraws its recommendation. Pacira may still talk with a rival that makes an unsolicited, bona fide written proposal its board judges could lead to a superior offer.

What Viatris gets and how it pays

Pacira generated about $746 million in revenue and $177 million in adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, adjusted) over the 12 months ended June 30, 2026, per the joint press release. Its GAAP net income for the same period was $14.6 million.

Exparel treats post-surgical pain and Zilretta treats osteoarthritis knee pain. Viatris CEO Scott A. Smith said the two products are "synergistic with our fast-acting meloxicam market opportunity." The release also lists added U.S. commercial, market access, medical affairs and research capabilities.

Interim CFO Paul Campbell said Viatris expects to fund the deal primarily from excess cash, with the rest from short-term borrowings, and sees "minimal impact on our gross leverage ratio." He said the deal is expected to be immediately accretive to Viatris' financial guidance metrics, meaning revenue, adjusted EBITDA, free cash flow and adjusted earnings per share.

What to watch

The tender offer has not yet started. Viatris will file tender offer documents with the SEC, and Pacira must file its recommendation statement. The companies target closing by the end of 2026, after which Pacira's stock would leave the Nasdaq.

Viatris will discuss the deal on its third-quarter earnings call at 8:30 a.m. ET on November 5.

Pacira CEO Frank D. Lee said its portfolio has helped nearly 20 million patients access non-opioid pain management, and that Viatris' scale will help reach more.

Sources

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