Viatris Inc. has entered into a definitive agreement to acquire all outstanding shares of Pacira BioSciences, Inc. in a cash transaction valued at approximately $1.65 billion. Under the terms of the agreement, Viatris will commence a cash tender offer to purchase shares of Pacira common stock at $36.50 per share, net of applicable withholding taxes. Following the completion of the tender offer, Viatris plans to acquire any remaining shares through a second-step merger.
The transaction was unanimously approved by the boards of directors of both companies. Pacira’s board has resolved to recommend that its stockholders tender their shares in the offer. The deal is expected to close by the end of 2026, subject to customary closing conditions, including the tender of a majority of the outstanding shares and the expiration of applicable regulatory waiting periods.
Pacira brings two commercialized, patent-protected products to Viatris: EXPAREL, a local anesthetic for post-surgical pain, and ZILRETTA, an extended-release injectable for osteoarthritis knee pain. According to the filing, Pacira generated approximately $746 million in total revenue and approximately $177 million in adjusted EBITDA during the last twelve months ended June 30, 2026. Viatris intends to leverage its infrastructure to expand the reach of these products across selected international markets.
Regarding the financial structure, Viatris stated it expects to fund the transaction primarily from excess cash, with the remainder funded through short-term borrowings. The company anticipates the transaction will be immediately accretive to its financial guidance metrics and will have a minimal impact on its gross leverage ratio. The agreement includes a termination fee of $62.0 million if the transaction is terminated under specified circumstances.
Advisors to the transaction include Morgan Stanley & Co. LLC and Centerview Partners LLC for Viatris, and Goldman Sachs & Co. LLC for Pacira.
