What is Viatris paying for Pacira and how is the deal structured?

Viatris will pay $36.50 per share in cash for all outstanding Pacira common stock through a tender offer, followed by a second-step merger under DGCL Section 251(h) for any shares not tendered. The press release gives an aggregate equity value of $1.65 billion.

What conditions must be met for the tender offer to close?

Conditions include more than 50% of outstanding Pacira shares being validly tendered, accuracy of Pacira's representations and warranties (subject to customary thresholds), Pacira's material compliance with its covenants, expiration or termination of the HSR Act waiting period, and no legal restraint prohibiting the transaction. The offer is not subject to a financing condition.

What happens if the deal is terminated?

Either party may terminate if the offer is not completed by April 8, 2027, which is automatically extended to July 8, 2027 if only antitrust and legal-restraint conditions remain unsatisfied. Pacira must pay Viatris a $62,000,000 termination fee in specified circumstances, including entering a superior-offer agreement or the board withdrawing its recommendation.

What assets is Viatris acquiring?

The press release says Pacira brings EXPAREL and ZILRETTA, two marketed, patent-protected U.S. products, along with U.S. innovative commercial, market access, medical affairs and global R&D capabilities. Pacira generated approximately $746 million in total revenue and $177 million in adjusted EBITDA for the twelve months ended June 30, 2026.

How will Viatris finance the acquisition and when is it expected to close?

Viatris expects to fund the transaction primarily from excess cash, with the remainder from short-term borrowings, and expects minimal impact on its gross leverage ratio. The deal is expected to close by the end of 2026, and the company expects it to be immediately accretive to its financial guidance metrics.

VTRS 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed October 8, 2026. Cited figures are marked; the original filing is the authoritative source.

On October 8, 2026, Viatris Inc. (VTRS) entered into an Agreement and Plan of Merger with Pacira BioSciences, Inc. and Peach Purchaser Sub Inc., a wholly owned Viatris subsidiary, under which Viatris will acquire all outstanding Pacira common stock for $36.50^a per share in cash.

The filing states the transaction carries an aggregate equity value of $1.65 billion^b, per the attached joint press release. The deal will be executed through a tender offer that is to remain open for 10 business days, followed by a second-step merger under Section 251(h) of the Delaware General Corporation Law, with no Pacira stockholder vote required. Completion is subject to conditions including a minimum tender of more than 50% of outstanding shares (which Viatris cannot waive without Pacira's consent), HSR Act antitrust clearance, and the absence of legal restraints.

The offer is not subject to a financing condition. The filing notes that Pacira's board unanimously approved the transaction and recommends that stockholders tender their shares. Pacira may, under certain circumstances, engage with unsolicited superior proposals.

If the agreement is terminated in specified circumstances, Pacira must pay Viatris a termination fee of $62,000,000^c. Either party may terminate if the offer is not completed by April 8, 2027, subject to an automatic extension to July 8, 2027. The press release states that Pacira generated approximately $746 million in total revenue and approximately $177 million in adjusted EBITDA for the twelve months ended June 30, 2026, and that Viatris expects to fund the deal primarily from excess cash, with the remainder from short-term borrowings, and expects it to be immediately accretive to its financial guidance metrics.

The filing describes the tender offer as not yet commenced. Viatris will file a Schedule TO and Pacira a Schedule 14D-9 when it does. The press release states the transaction is expected to close by the end of 2026, and Viatris plans to report third-quarter 2026 results on November 5, 2026.

02—Key points

Key Highlights

Viatris agreed to acquire Pacira BioSciences for $36.50 per share in cash, representing an aggregate equity value of $1.65 billion.
Structure is a two-step deal: a tender offer open for 10 business days, followed by a second-step merger under DGCL Section 251(h) with no Pacira stockholder vote required.
Minimum Condition requires more than 50% of outstanding Pacira shares to be tendered; Viatris and Purchaser cannot waive it without Pacira's prior written consent. The offer has no financing condition.
Pacira's board unanimously determined the deal is fair and in the best interest of its stockholders and recommends tendering shares.
Pacira would owe Viatris a $62,000,000 termination fee under specified circumstances, including entry into a superior-offer agreement or withdrawal of the board's recommendation.
Pacira generated approximately $746 million in total revenue and $177 million in adjusted EBITDA for the twelve months ended June 30, 2026, per the press release, and the deal adds EXPAREL and ZILRETTA.
Viatris expects to fund the transaction primarily from excess cash with the remainder from short-term borrowings, and expects it to be immediately accretive to financial guidance metrics; closing is expected by end of 2026.

03—Questions

Frequently Asked Questions

What is Viatris paying for Pacira and how is the deal structured?
Viatris will pay $36.50 per share in cash for all outstanding Pacira common stock through a tender offer, followed by a second-step merger under DGCL Section 251(h) for any shares not tendered. The press release gives an aggregate equity value of $1.65 billion.
What conditions must be met for the tender offer to close?
Conditions include more than 50% of outstanding Pacira shares being validly tendered, accuracy of Pacira's representations and warranties (subject to customary thresholds), Pacira's material compliance with its covenants, expiration or termination of the HSR Act waiting period, and no legal restraint prohibiting the transaction. The offer is not subject to a financing condition.
What happens if the deal is terminated?
Either party may terminate if the offer is not completed by April 8, 2027, which is automatically extended to July 8, 2027 if only antitrust and legal-restraint conditions remain unsatisfied. Pacira must pay Viatris a $62,000,000 termination fee in specified circumstances, including entering a superior-offer agreement or the board withdrawing its recommendation.
What assets is Viatris acquiring?
The press release says Pacira brings EXPAREL and ZILRETTA, two marketed, patent-protected U.S. products, along with U.S. innovative commercial, market access, medical affairs and global R&D capabilities. Pacira generated approximately $746 million in total revenue and $177 million in adjusted EBITDA for the twelve months ended June 30, 2026.
How will Viatris finance the acquisition and when is it expected to close?
Viatris expects to fund the transaction primarily from excess cash, with the remainder from short-term borrowings, and expects minimal impact on its gross leverage ratio. The deal is expected to close by the end of 2026, and the company expects it to be immediately accretive to its financial guidance metrics.

04—Continue

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