Viatris Agrees To Buy Pacira For $36.50 A Share In Cash, A $1.65 Billion Deal With A $62.0 Million Break Fee
The tender offer for the maker of Exparel and Zilretta must launch within 15 business days, with a close targeted by the end of 2026.
Viatris agreed to buy Pacira BioSciences for $36.50 per share in cash, an aggregate equity value of $1.65 billion, the companies said in a joint press release filed with an 8-K on Thursday. Pacira makes the non-opioid pain drugs Exparel and Zilretta.
What the filings say
Pacira reported about $746 million in total revenue and about $177 million in adjusted EBITDA for the twelve months ended June 30, 2026, according to the press release.
The merger agreement calls for Viatris's purchaser subsidiary to start a cash tender offer as soon as practicable, and no later than 15 business days after signing. Both boards approved the deal unanimously, and Pacira's board recommends that holders tender their shares.
Viatris CEO Scott A. Smith said the two drugs "position us as a leader in non-opioid pain management therapies." Pacira CEO Frank D. Lee said the company's portfolio has helped nearly 20 million patients access non-opioid pain management.
Conditions, funding and the break fee
The offer closes only if holders tender at least one share more than 50% of the total, and the antitrust waiting period under the Hart-Scott-Rodino Act has expired or ended. A second-step merger under Delaware law would then buy the remaining shares at the same price, with no shareholder vote required.
Pacira agreed not to solicit rival bids. It may still engage with an unsolicited written proposal its board judges could lead to a superior offer. If Pacira ends the deal to accept one, it owes Viatris a $62.0 million termination fee.
Viatris Interim CFO Paul Campbell said the company expects to fund the deal "primarily from excess cash with the remainder from short-term borrowings," with minimal impact on its gross leverage ratio. Viatris expects the deal to be immediately accretive to its financial guidance metrics, meaning it should add to those measures.
For option, restricted stock and performance share holders, the agreement cancels awards at closing and pays cash based on the offer price.
What to watch
The companies expect the deal to close by the end of 2026, after which Pacira would be a wholly owned Viatris subsidiary and leave the Nasdaq. Viatris reports third-quarter results on Thursday, Nov. 5, and will discuss the Pacira deal on its 8:30 a.m. ET call that day.
In Thursday trading, PCRX shares were at $36.33, up about 44% from the $25.20 prior close (market data).
The tender offer has not yet started; Viatris's Schedule TO and Pacira's Schedule 14D-9 will carry the full terms once filed.
Sources
- 8-K Filing — Pacira BioSciences, Inc. (PCRX) — SEC EDGAR
- Exhibit tm2627240d2_ex99-1.htm — Pacira BioSciences, Inc. 8-K exhibit — SEC EDGAR
- Pacira partners with Molteni for Exparel commercialisation — pharmaceutical-technology.com
- PCRX Expands Exparel Commercial Reach in Europe Through Molteni Deal — Yahoo Finance
