Viatris Inc. has begun a $36.50-per-share cash offer for Pacira BioSciences, Inc., bringing a previously announced $1.65 billion acquisition to the stage where shareholders can tender their shares.
Peach Purchaser Sub Inc., Viatris' wholly owned subsidiary, is making the bid for all of Pacira's outstanding common shares. The consideration is $36.50 per share, less applicable withholding taxes and without interest, according to Viatris. The offer is due to end one minute after 11:59 p.m. ET on Nov. 16, 2026, unless extended or terminated earlier. Shareholders may withdraw tendered shares before it expires.
Pacira's board unanimously recommends that shareholders tender, according to the company's Schedule 14D-9 filing. Under the offer's minimum condition, shares tendered together with any shares already held by the buyer and its affiliates must total at least one share above half of Pacira's outstanding shares. Viatris' filing says the offer does not have a financing condition.
Pacira said the required U.S. antitrust waiting period expired at 11:59 p.m. ET on Oct. 29. If the remaining offer conditions are met, Peach Purchaser Sub would merge into Pacira under Section 251(h) of Delaware's General Corporation Law. The process would not require a separate shareholder vote, and Pacira would continue as a wholly owned Viatris subsidiary. Investors whose shares are accepted would receive the cash consideration.
The companies announced the agreement on Oct. 8 with an aggregate equity value of $1.65 billion. Pacira's filing says Viatris initially proposed $31 per share before raising its offer to $36.50. The current price is about 45% above Pacira's Oct. 7 closing price of $25.20, according to the filing. It is also about 44% above the 30-day volume-weighted average price through Oct. 7, the filing says.
Viatris said Pacira recorded about $746 million in revenue and $177 million in adjusted EBITDA for the 12 months ended June 30, 2026. Pacira's portfolio includes EXPAREL, used for acute postsurgical pain, and ZILRETTA, used for osteoarthritis knee pain, according to Viatris.
