Viatris Launches Cash Offer to Buy Pacira for $36.50 a Share
Key Facts
Peach Purchaser Sub, a Viatris subsidiary, on October 30 launched a cash offer to buy all outstanding shares of Pacira BioSciences for $36.50 a share, net of applicable withholding taxes and without interest, according to a Viatris announcement via PR Newswire. The offer began under the merger agreement dated October 8, moving the deal into a phase in which Pacira shareholders can tender their shares under the announced terms. The set price, however, does not guarantee a minimum market price for Pacira shares, as completion of the deal depends on the offer conditions being met. These include the tender of a sufficient number of shares and the expiration or termination of the regulatory waiting period. Completion of the offer is also not subject to a financing condition, according to a Viatris filing with the U.S. Securities and Exchange Commission.
Pacira's filing requires tendered and unwithdrawn shares, together with shares owned by Viatris and its subsidiaries, to represent more than 50% of Pacira's total shares at the offer's expiration. That means reaching a threshold at least one share above half of the shares, according to the filing's wording. Meeting this condition remains necessary alongside the expiration or termination of the regulatory waiting period under the Hart-Scott-Rodino Act. These requirements remain in place even if shareholders tender shares at the cash offer price. Completion of the acquisition therefore remains tied to the outcome of the offer and the regulatory process, not merely the announced price.
The offer documents set its initial period at 10 business days from the start of the tender, with the possibility of an extension in certain circumstances. Pacira said the boards of both companies unanimously approved the deal, and Pacira's board recommended that shareholders tender their shares in the offer. After it is completed, Viatris intends to merge its subsidiary into Pacira, making the latter a wholly owned subsidiary. Completing the merger does not require a vote by Pacira shareholders, according to the company's filing. Viatris expects to complete the deal by the end of 2026, subject to customary closing conditions.
Pacira's portfolio includes EXPAREL, used for pain relief after surgery, and ZILRETTA, for managing knee osteoarthritis pain, according to company information and the U.S. Food and Drug Administration-approved prescribing information. Pacira estimated total revenue of about $746 million and adjusted EBITDA of about $177 million for the 12 months ended June 30, 2026. Chief Executive Frank Lee said the company had helped about 20 million patients access non-opioid pain management options. If the acquisition is completed, the deal would bring these drugs and the commercial portfolio into Viatris' business. This reflects the deal's scope, which includes an existing business and products used in pain treatment.
In the market, Viatris shares closed at $19.20 on October 29, 2026, according to EL7 data. The data showed Pacira shares closing at $36.39 the same day, below the $36.50 offer price. Closing prices alone do not establish that the offer caused movements in either stock, and the tender price does not guarantee the trading price during the offer period. A near-term milestone for shareholders is the offer's expiration after its initial 10-business-day period, with a possible extension under the documents. Viatris is targeting completion by the end of 2026 if the closing conditions are met.