aibioViatris agrees to acquire Pacira BioSciences for $36.50 per share in cash
Viatris agreed to buy Pacira for $36.50 a share in cash, an equity value of $1.65 billion, through a tender offer and a second-step merger. The release states no premium to the recent share price.
Key facts
- Companies
- Pacira BioSciences, Inc. (NASDAQ: PCRX), Viatris Inc. (NASDAQ: VTRS)
- News type
- Mergers
- Primary source
- Pacira BioSciences, Inc. 8-K (2026-10-08)
Viatris Inc. (Nasdaq: VTRS) agreed on October 8, 2026 to acquire all outstanding shares of Pacira BioSciences, Inc. (Nasdaq: PCRX) for $36.50 per share in cash, an aggregate equity value of $1.65 billion. The companies announced the deal in a press release furnished as an exhibit to an 8-K. Both boards approved it unanimously, and Pacira's board recommends that its stockholders tender their shares.
The structure has two steps. Viatris will commence a tender offer for the shares. Any shares not tendered will then be bought through a second-step merger at the same price. Completion depends on a majority of Pacira's outstanding shares being tendered and on the expiration of the applicable regulatory waiting period. The companies expect the deal to close by the end of 2026. After that, Pacira becomes a wholly owned subsidiary of Viatris and its common stock stops trading on the Nasdaq Global Select Market.
The release does not give a launch date for the tender offer. It notes that the offer has not yet commenced and that Viatris will file its tender offer materials on Schedule TO once it does. It also gives no premium to the prior share price and no comparison with the stock's trading history.
What Viatris is buying
The release says Pacira brings two in-market U.S. products, EXPAREL and ZILRETTA. The release says Pacira generated approximately $746 million in total revenue and approximately $177 million in adjusted EBITDA in the twelve months ended June 30, 2026. Adjusted EBITDA is a non-GAAP measure, and the release reconciles it to GAAP net income in a table.
The 2025 annual report, filed February 26, 2026, gives net product sales of EXPAREL of $575.1 million in 2025, up from $549.0 million in 2024. It says the company reached 2.5 million patients in 2025. The financial data summary reports net income of $7.0 million for 2025, after a net loss of $99.6 million in 2024. Cash provided by operations was $152.0 million in 2025, compared with $189.4 million in 2024.
The same summary lists year-end 2025 cash and cash equivalents of $158.5 million and short-term investments of $79.9 million. At June 30, 2026, cash and cash equivalents were $205.9 million and short-term investments were $45.2 million. Research and development expense was $117.3 million in 2025.
How Viatris plans to pay and what it expects
Viatris says it expects to fund the transaction primarily from excess cash, with the remainder from short-term borrowings, and that the deal will have minimal impact on its gross leverage ratio. Its chief executive, Scott A. Smith, says EXPAREL and ZILRETTA are synergistic with the company's fast-acting meloxicam opportunity.
The release is also direct about the risk to these products. Viatris says it plans to use its intellectual property expertise and its ability to extend product lifecycles to sustain meaningful sales after the entry of competition. Its forward-looking statements list the impacts of competition, including decreases in sales or revenues from the loss of market exclusivity for certain products. The release does not name competitors or give timing for when competition would arrive.
Viatris also says the deal is expected to be immediately accretive to its financial guidance metrics. That claim is measured against Viatris's own guidance metrics, which the release defines and which exclude acquired in-process research and development for unsigned deals.
Pacira's position and the advisers
Pacira's chief executive, Frank D. Lee, says the company has helped nearly 20 million patients access non-opioid pain management. The 2025 annual report sets five 5x30 objectives for 2030, including delivering products to more than three million patients annually. The release does not say whether those objectives continue after closing, or who will run the business until then.
Morgan Stanley & Co. LLC is financial adviser to Viatris, Centerview Partners LLC also advised Viatris on strategic and financial matters, and Cravath, Swaine & Moore LLP is its legal adviser. Goldman Sachs & Co. LLC is exclusive financial adviser to Pacira, and Ashurst Perkins Coie is its legal adviser.